Why?
by SpiderNerd
Summary: "Whenever I look at my bulletin board, my frail aunt, my girlfriend, and most of all, my Spider-Man suit, all I can think is...why?" Set after "The Amazing Spider-Man".
1. Chapter 1

**A:N: This is my first fanfiction story, so I welcome all reviews. This is chapter is meant to purely set the tone of the story, which is why it basically all monologue. Like I said, please review. All feedback is welcome/**

**Disclaimer: I do not own the rights to any characters or events presented in this story. **

"_You're a lot like your father, you really are Peter, and that's a good thing. But, your father lived by a philosophy, a principle really. He believed that if you could do good things for other people, you had a moral obligation to do those things. That's what's at stake here. Not choice…responsibility."_

One of the many examples of wisdom my late Uncle Ben used to give. That man was like the father I never knew. I only wish I could've shown him that right before he died. I can't help but regret the last words I said to him. He taught me possibly the most important lesson of my life. What do I do? I snap at him as if he's just called Flash Thompson a legend. How dare I?

I was the reason he died. Sure, I wasn't the bastard who shot him in the stomach, but I was the bastard who didn't stop the one did it. I could've prevented it. I may still have been an amateur at that point (well, more of one than I am now), but there's no doubt in my mind that I could've taken that guy at the convenience store. All it would've taken was probably one punch and that guy would've been down. Yet, I let my childish desire for revenge against that cashier cloud my judgment.

I've always felt guilty for not doing what was right. I had to make up for it. I could never bring Uncle Ben back to life, but what I could do, was even the score. But as much good as I try to do, as many lives I tell myself that I have saved, it doesn't help fill the void that's been left in my heart knowing that I hurt one close to me. I like to count this as strike #1

Then, I thought I was doing real good by assisting Dr. Connors. It sounded like a miracle; Cross-species Genetics. The cure for every disease, every lost limb. There wouldn't be any more inequality, any more disabled. Only peace and equality. So, I thought, what harm could I do by giving him the equation? I mean, there probably wasn't a reason why my father kept it a _secret_ from his freaking _partner_?

Boy. Someone remind me how I'm second in my class?

At first, all seems fine. It works on the virtual lizard, and on Fred. SO, that must mean it's a success right? Well, what happens when it's tried on a human? Well, at first glance, it doesn't give any reason to worry. Connors' arm grows back and works perfectly fine. Then, before you know it, he's transforming before your eyes. Yep, Lizard DNA + Human = Humanoid Lizard.

Said humanoid lizard takes it upon himself to try and convert the entire city into creatures like him. I managed to stop him, but at what cost. Connors' incarceration, and the death of Captain Stacy. Yet again, I hurt those who are close to me. Strike #2

Sure, maybe I do some good by being Spider-Man, but at what cost? Every night I come home battered and bruised. My Aunt is worried sick. I don't know if it's because she knows who I am, or if she thinks I'm part of something bad. Either way, it's taking a visible toll on her. She's sleeping less, and it's visible, what with the large bags under her eyes and pale complexion. Plus, she always seems on edge. Sure, I've done my best to take care of her since Uncle Ben died, but as long as I'm still out there, foolishly risking my life, I'm still causing her unnecessary stress and problems. Strike #3.

And finally…Gwen. At first, I thought telling her about my secret identity would be to her benefit. But really, it's just made things worse. She once told me that she was scared of getting close due to fear that I may be killed, and while I didn't understand it at the time, it really hit me all too well when I watched her father die in front of my own two eyes.

Really, if I was truly smart at all, then I would not be with her at all. What if my enemies were to find out about her? They would go after her in a heart-beat. Heck, they'd probably do worse to her than they would to me. They'd know that I'd never forgive myself. I thought I could stop this by promising her father to stay away from her, but once again, I let my childish feelings get in the way. I agree to date her again, and now we've been dating for about five months. The worst part is, I know I shouldn't be with her, but I can't find the strength in me to break her heart again. I did it once, and I felt like I was worse than the dick that killed my uncle. So, I'm stuck. Strike #4

Ever since that fateful day when I discovered my father's briefcase, my world has turned absolutely upside-down. Nothing has turned out right. People have gotten hurt. Sure, I may not be the one doing it, but I'm the one who causes all of it. If only I would've never put on that stupid costume. If only I'd have never been bitten by that stupid spider. If only I'd never found that stupid briefcase. I'm not saying everything would all be peaches and cream, but maybe, just maybe, there would be a lot less pain in my life now.

Every time I look at my bulletin board, at my frail Aunt May, my girlfriend, and most of all, my Spider-Man outfit, there's only one word, one question that instantly comes to my mind?

_Why?..._


	2. Chapter 2

**Disclaimer: I do not own any of the characters or events presented in this story.**

_*Beep* Beep*_

Uhhh…how can it possibly be time to wake up already? I look at my clock, and see the time; 7:00 a.m. I blink one more time just to make sure that I'm seeing it correctly. Unfortunately, it doesn't change. I probably wouldn't be so tired had I not been out on "patrol" until 3:00 a.m. I tell myself to do it because, like Captain Stacy once said, "_this city needs you_". Well, lately, I haven't even found a stray mugger to stop. So, basically, I wasted precious time that I could've spent catching a few Zs playing hero. Well, if you can call a guy who swings around the city a hero.

I decide to hit snooze until 7:30. School doesn't start until nine, and if I web-sling there, I should make it there with time to spare. However, 7:30 comes, and before I can stop myself, I hit snooze again. By the time it goes off again, it's 8. Just as I am about to roll-over, my Aunt May comes up and knocks on my door.

"Peter, are you awake in there?" She asks. All I can manage is a light groan.

"Peter, if you don't wake up, you'll be late for school. And you can't skip today mister, not with your biology profiles due today".

All of a sudden I shoot up from my bed. "_Oh no_," I think. I completely forgot all about my biology profiles. I've been so tired lately that I've spent all of my spare-time sleeping. I don't even think I've done any of my homework in a month. Those profiles were supposed to count for 20% of our grade for the semester. My grades have already been slipping lately, but this will only cement my solid "C" for the semester. _Great_. Just another strike against me, or should I say, Spider-Man.

I finally manage to roll out of bed, and head to the bathroom to wash up. I look in the mirror and am disgusted. My complexion is pale, my eyes are darkened, and I have dark bags under them. Basically, I look like crap. I splash some warm water onto my face in hopes of some sort of rejuvenation, but to no avail. I quickly brush my teeth and head downstairs, where I'm greeted by my aunt.

"Peter, you have to hurry. It's 8:15. If you don't sprint to school, you'll never make it in time. You can't afford to be tardy again. That'll be the fourth one this month."

I hear my Aunt's warning, but take it with a grain of salt. Right now, I'm too tired to care about anything, including getting in trouble for tardiness. So, I give my Aunt a quick goodbye-kiss, grab my backpack, and head out the door.

Once I'm about 10 minutes away from my home, I find a nice alleyway to change into Spider-Man. Once I'm fully suited-up, I look at my phone for the time. 8:30. Thirty minutes until the first bell rings. School's 4 miles away. Even if I web-sling there, I'll just barely make it. I decide that there's no time for me to waste, and quickly fire my first web-line. I'll have to swing like I've never swung before if I want to get to class on time.

I feel the wind resistance against me as I fly and swing through the city. If there's one good thing, one slightly enjoyable part about this double identity, it's the adrenaline I feel while web-slinging. It's that kind of feeling you get after a good run, or after you've done any aerobic exercise, but multiplied by 5. It's almost…addicting in a way.

It looks like swinging faster than the wind does pay off. I can see the school ahead. I land on a rooftop and check my phone. 8:50. I should have just enough time to get to first period. I'm just about to pull off my mask when I hear a scream. I look around, but see nothing. I allow myself to simply pass it off as someone messing around, but then, it comes again, only louder. I look again, and see a woman chasing after a man in what appears to be a black leather jacket.

"Stop, thief," she yells. "Someone help, he's stolen my purse!"

_Perfect_. No criminals show up when I'm good and ready for them, but just when I need to be somewhere, they decide to be a nuisance. Sometimes, I really think that the world hates me.

I slip off my backpack, and set it safely on the rooftop. Hopefully, this won't take me more than a minute or two. Of course, knowing Parker-luck, it'll take two hours. I web-sling down off of the roof in pursuit of the crook. I try to get a decent birds-eye view of him. He looks to be well-built, but not that much taller than me. I should stand a pretty good chance at stopping him quickly.

"Hey, buddy. Didn't anyone ever tell you not to pick on little girls," I yell. I figure that by using witty banter, I can throw crooks off their game. Plus, it's fun to make fun of them.

He looks right back at me, but unfortunately for him, my foot connects with his face just as he does. He stumbles backwards, letting a loud groan as he does so. I land on both of my feet, while he lands on his back. Luckily for me, he dropped the purse in the confusion. I quickly fire a web, and manage to grab hold of it.

"Spider-Man," the woman says. She looks relieved, but also a little frightened. I hand her the purse, and she smiles brightly. "Oh, thank you so much."

"No problem," I say. Normally, I would supply a witty response to the people I help, but I'm in no mood right now. This little obstacle has set me back enough. I quickly swing back to the rooftop and change into my civilian clothes. I run towards the school, and upon entry, I notice something.

The hallways are _bare_.

I quickly whip out my phone and look at the time. 9:02. _Shit_. Tardy again, and that's the fourth time this month. Looks I've got a seat reserved for me in detention later today. Aunt May will probably give me an earful too once I get home.

_I hate my life…_

**A/N: Once again, another mood-setting chapter, but I promise, next chapter will introduce the villain for this story, and have more dialogue. I'm really trying to set-up what kind of story this really is.**

**Thanks to anyone who has read so far. I promise, it will get better from here on. As I said before, please review. I welcome all feedback. Thank you! **


	3. Chapter 3

**A/N: Just wanted to say, when you see the story broken by a horizontal line, it is switching to a third-person P.O.V. Just wanted to inform you so you don't get confused. I recommend using Stan Lee as the voice of the narrator for that part :) **

**Disclaimer: I do not own any of the characters present in this story.**

9:50 a.m:

I walk out of my English class, trying to avoid attention as much as possible. The teacher yelled at me for being late again, and said that I have to come in and wash the desks after school as punishment. Just another banner moment in the life of Peter Parker. I reach my locker and go to open it when suddenly I am promptly shoved into it by a football player. I look back and he is laughing at me. Dick.

However, I look over to my left, and my day is brightened. I see Gwen walking towards me. Even if I may feel guilty about endangering her, I still love her. She is the greatest person in my life right now. If only our relationship wasn't so complicated.

"Hey," she greets me with a small smile on her face.

"Hey," I respond while placing books into my locker.

"You look terrible," she says, "Do you feel okay?"

"Yeah, I'm...I'm fine," I say while yawning.

"Stop, I know lying to me. When was the last time you slept?"

"Last night," I say slightly sarcastically

"Well, it sure as heck doesn't look like it. How many hours?"

"I don't know. Maybe, 4 or 5."

"So, basically the same as the last 2 nights?"

"Yeah, I guess," I say while yawning once more. It's true, and I know it, because every night this week I've spent long hours of every evening out "patrolling".

"Peter," she says, "I've told you; You need to get enough rest. It doesn't matter if you think you need to be Spider-Man or not. How can you help people when you're this exhausted?"

"I know, I know," is all I can manage to say, because she's right. Everything she says makes perfect sense. Yet, I still don't listen. Every night, I slip on my Spider-Man suit and leave unannounced, worrying the crap out of Aunt May, just so I can go and pretend like I'm some big-shot hero, when really I should be getting much-needed rest.

"Do you promise me that you won't go and play hero tonight?"

"Yes mom," I reply, jokingly. She doesn't seem very impressed.

"I mean it," she says strictly, "Promise me that you'll take care of yourself for at least one day."

"Alright, alright, fine."

"Good," she replies slightly coldly. "Now, I wanted to ask you if maybe you wanted to come over to my house for dinner with my family this weekend. I mean, if you're free."

I hear her question and am immediately nervous. The truth is, I haven't really had much interaction with Gwen's family since the first night that I came over for dinner, which was before Capt. Stacy died. Sure, I've been over to her apartment plenty of times, but all of those times I have come in and left through the window, and it was usually after I'd gotten hurt as Spider-Man. I don't know how her mom feels about me anymore, so I am hesitant.

"I don't know if that's such a good idea," I say.

"Why," she asks sounding slightly shocked, "You've been over before."

"Yeah, and remember how that turned out."

"It won't be like that this time. We'll just have a nice dinner and then hangout afterwards. It'll be great." I can tell at this point that she is really trying to persuade me to come. I believe what she is saying, but still feel that I should think it over more. Clearly, she is reading my mind.

"You know what, why don't you think it over and talk to me after 5th period?"

"Sure," I say.

"Great," she says, "I'll see you then." She gives me a quick hug and then walks off to her next class. I do the same.

My next class is AP Biology; the class I've been dreading. You see, the teacher, Mr. Warren, is a nice guy, but he doesn't tolerate missed work. Especially not from AP students. However, he has never had a problem with me (that I know of), so maybe, just _maybe_, he'll cut me a little bit of slack and let me turn them in tomorrow.

I quickly take my seat in the back of the room just as the bell rings, and Mr. Warren promptly begins class. He's also very strict about time. Starts on time; ends on time.

"Alright class, settle down," he says, "before we get into today's lecture I need to collect your profiles. I hope you all put good effort into them, as they are worth 20% of your grade for this semester. Bring them on up to the front."

Everyone rises out of their seats with their profiles in hand and heads toward Mr. Warren's desk to hand him their projects. After the cloud of students disperses, Mr. Warren looks at me questioningly, and then looks through the profiles. After a while, he looks up at me.

"Mr. Parker," he says, "Is there any reason why there are no profiles from you in my possession?"

"I...uh," is all I can initially manage to say until I finally manage to speak once more "I left them at home." It's a blatant lie, and I know it, but I can't tell him that I just forgot. That surely wouldn't go over well.

"Hmm," he mumbles, "Please see me after class Mr. Parker."

"Yes sir," I say.

_Drat_. I'm not sure if that's better or worse than having him chew me out in front of the whole class, but either way, this still probably isn't good. I know he's lecturing us about something right now, but I can't be bothered to listen. Not sleeping last night is definitely catching up to me now. I decide to simply rest my head on my books, hoping to ease some tension. It backfires. I can't keep my eyes open to save my life. I hear Mr. Warren talking about respiration or something...

"So, the term anabolic respiration means that it's respiration without the use of Oxygen. Now, can anyone tell me the chemical formula for _aerobic_ respiration?" Some short, brunette girl raises her hand. I think her name is Missy. Either way, it doesn't matter. My eyes are starting to seriously fail.

"Well, the formula is Oxygen plus..." that's the last thing I hear.

The next thing I know, I'm being tapped on my shoulder.

"Mr. Parker," I hear someone say. At this point, I'm still 80% asleep, so I don't put the voice to a face.

"Mr. Parker," they say again, and with a more forceful tap on my shoulder this time. I finally open my eyes, and lift my head. I turn to face my human alarm.

"Good morning, Mr. Parker," says Mr. Warren, "Glad to know my class entertained you enough to put you to sleep." I look around and see that the classroom is empty except for us. Class must've ended.

"I'm...I'm sorry Mr. Warren. It's just...*yawn*...I haven't slept in practically a week. I meant no disrespect."

"That's not the point Mr. Parker," he responds, "The point is that this is yet another example of you slacking and falling behind on your work. First, you bomb three, count them, _three_ tests this semester. Then, you do not turn in your profiles today, and now you're falling asleep in my class. This is unacceptable Mr. Parker."

"I'm...I'm sorry," is all I manage to say, because I know he's right.

"Look, Peter. You're a bright student. At the start of the school year, you were second in the class. That's amazing my boy. However, that does not mean that you just get a free pass through my class. Nod your head if you understand what I'm saying."

I nod.

"Good. Now, I don't know what it is that is causing you to fall behind in my class, but I do know that whatever it is, it should probably be dealt with. Are you having trouble understanding material?"

"No, sir," I say while shaking my head, "It's just...stuff."

"Well, Peter. I'm not exactly sure what stuff is, but if it's got any correlation to how you look right now, I'd say one way to help is rest. Wouldn't you agree?

"Yeah...yeah, probably." As soon as I say this, he pulls out a blue slip of paper and a pen and begins writing something.

"I don't think you being here is the best thing to do right now, so I suggest you go talk to the nurse and have her send you home. Here's a pass." As soon as he hands me the pass, I smile.

"Thank you, sir," I say in gratitude.

"You're welcome Mr. Parker. Now, go home and get some rest. And, I expect those profiles by the week's end. If you get them in by then, I'll only doc you 10% of your earned grade.

"Thank you, sir," I say and head out of the door. "_Finally"_, I think to myself, "_something goes my way."_

The nurse gives me the clear to go home, so I head to my locker, throw all of my books into it and head out. I quickly text Aunt May that I'll be coming home early. When she asks why, I say it's because my afternoon classes were cancelled. I slip into an alleyway, and simply slip on my mask, being too tired to mess with the rest of my clothes. I quickly fire the first web-line and swing away.

* * *

Meanwhile, on the other side of the city, an experiment is going on at OsCorp. We take you to the lab of Dr. Spencer Smythe, head of the new weapons manufacturing wing at OsCorp. He, along with one of his employees, is testing out a new military device for combat. Spencer's not too keen on the idea, but his partner insists.

"Herman," Spencer says, "This idea is _preposterous_. You can't honestly expect to be able to control and propel vibrations as a weapon do you?"

"Mr. Smythe," Herman says pleadingly," just let me show you what these babies can do." He is referring to two _vibro-blasters_ as he has dubbed them. This is strictly the prototype name, because the invention has not yet been approved.

Herman slips on the blasters like they're gloves, each covering his wrists and hands.

"You see," he says, gesturing for Spencer to observe his actions, "all you have to do is concentrate, aim at your target, and push down on the little buttons with your thumbs. It's simple."

"Maybe, but does it actually work?"

"Let me show you." He then aims at a distinct target set up on a wall. He urges Spencer to step back a way, and then fires. The device works, but not in the way Herman expected. He and Spencer are both blown back and dazed by the force of the blast, while the target is destroyed, along with the wall and half of its drywall support. Once he regains his composure, Spencer speaks again.

"Herman, you have got to be absolutely nuts if you think I'm going to approve that," he says sternly.

"Sir, I am so sorry. I honestly didn't expect the blast to be so strong."

"Well, it was. You destroyed my wall and trashed my room. Thank you so much for ruining my day."

"So...is that a no on the blasters, then?"

"I wouldn't be caught dead saying yes to that."

"Sir, please, just give me one more chance. I promise you, I can perfect the blasters and make them safe to use."

"I'm not sure that's an entirely good idea, Herman. I'm not just talking about for me and you, but the whole company would be criticized if word got out that I allowed an invention like that."

"Mr. Smythe, please," Herman cries," just give it another shot. I've been working on this for months. You have to trust me. I know what I'm doing." At this point, he is practically on his knees begging for Spencer to approve his invention, but Spencer's not having any of it. He then gives Herman his final response.

"I'm sorry Herman, but my verdict is final. Now, clean up this mess, and call somebody to patch the hole in that wall. Oh, and the damage is coming out of your paycheck." At this point, Spencer walks out of the lab, leaving a disappointed Herman alone.

"I know I can make it work," he thinks to himself, "All I need to do is tone down the blast. Yeah. But, wait! If I do that, then what good will it do the wielder? Did you see the damage that did? This could be amazing." At this point, Herman's mind is filling with ideas.

"Maybe, the answer isn't the force of the blast, but maybe it's protection against it. Maybe all I have to do is come up with a way to protect the wielder from the weapon..."

Herman starts to smile at this point, because he truly believes his idea can work. So, he walks back to his office, sits down at his desk, and begins blueprints for his projects.

**A/N: So, there you have it. To anyone actually familiar with the Spider-Man universe (which most of you probably are), you know who the villain will be. I've obviously changed his origin a bit, so feel free to let me know what you think about that. Sorry about the lack of Spider-Man for this chapter, but I felt like the Parker bit of the story would've seemed too long if I threw anything else in. I promise that next chapter Spider-Man will get some action. As always, please review. Like I said, this is my first fanfiction and I would really appreciate it if you guys would tell me how I'm doing. Good or bad, all feedback is welcome. Thanks :)**


	4. Chapter 4

**A/N: Sorry for lack of updates, guys. Been kind of busy this week, but it's a long weekend, so I should have some time to write. But, kind of expect this kind of situation from me. School weeks can be busy for me, so I'll normally update on weekends. Anyways, here's Ch. 4.**

**Just so you guys know, the chapter starts off in Peter's POV, then switches to 3****rd**** person later. A horizontal line will signal the changes.**

**Disclaimer: I do not own Spider-Man or any of the other characters in this story. All rights belong to Sony, Marvel, and the forever-awesome Stan Lee.**

* * *

_The Next Night_

You know, they say you're not living if you're not consistently learning. Well, I proved that accurate in a way over the past 24 hours. I learned how amazing it feels to get more than 2 hours of sleep at once. Seriously, I'd forgotten how good it feels to sleep in general, nonetheless for 14 hours straight. It's a great experience. Now, I've haven't felt this alive in months; practically since I first became Spider-Man. Needless to say, a guy could get used to this. When I first woke up, I felt so much stronger than before. I could move easier, I could think better, and I could operate better all around.

This little web-slinging trip is definitely proving my point. It almost feels as if it's less strenuous on my muscles than usual, which is definitely a welcome improvement to the usual tired feeling I get during and especially after web-slinging. I practically fly through the air seamlessly, painlessly, and beautifully. Plus, I've haven't missed any buildings and fallen onto any fire escapes at all tonight, so that's probably a good sign. It looks like just for once, the universe might be on my side.

I decide to web-sling up onto my favorite ledge. It's on a relatively tall skyscraper with a gargoyle on it. I don't know why I like this ledge so much, but it just…appeals to me. I can't explain it. I've named the gargoyle "Bruce" because Bruce seems like a tough name to me. So, I swing on up to the ledge, sit down, take off my mask, and just think. Not really about anything specific, but just about my life in general.

Just when I lean back to rest is when things start to get interesting. All of a sudden, I hear police sirens coming closer and closer. Initially I just shrug it off, but then I hear more heading in the same direction. I look down, and my suspicions are confirmed. Three police cruisers are heading due north. Obviously something's going on. For a minute, I contemplate whether or not I should go and intervene, but then I reason that if it's enough for three cruisers to be called, then having Spider-Man there couldn't hurt as an added side.

So, I pull my mask back over my head, jump down off the ledge and fire the first web-line. It doesn't take long for me to catch up to the cruisers, but never do I allow myself to pass them. I may be a cross-species hybrid, but I'm not psychic. I have no idea where I'm going, but the cops probably have the location programmed into their GPS systems. So, I simply follow along until the cruisers lead me to the crime-scene.

Eventually, we arrive at 54th street, and I immediately see why we're here. An all-out gang fight has broken out in the middle of the street. Two gangs shooting each other from behind two cars. Luckily, it looks like the street and sidewalks are pretty much deserted, so I don't have to worry about any innocent civilians being caught in the crossfire. Just as I'm about to jump in on the situation, I hear someone from one of the gangs begin to shout, but I can't quite hear what he's saying from where I am, so I swing over to a building and latch onto the wall. Now I can hear…

"This is Enforcer territory. You Raiders can get the hell out," he shouts. Well, at least I know he's got good manners.

"We don't want your territory. We just want what's in the jewelry store down the street. The stuff's got to be worth a fortune," says someone from the Raiders. He's got the flattest head I've ever seen in my life, so that probably means that his brain isn't very large.

"Listen Hammerhead," the Enforcer dude shouts, "Enforcer territory is _Enforcer territory_. Don't make me engrave that onto your forehead."

"Try me Montana," said Hammerhead. Hammerhead, Montana, what were these guys' mothers thinking?

At this point, I decide it's finally time for me to intervene on the situation. I jump off of the wall and swing down towards Hammerhead. Just as I'm about to kick him in the side of the head, he looks and ducks out of the way. _Drat_, I think. I land on the ground, and turn around to face him.

"Well, well, well…The Amazing Spider-Man. I've heard about you, but I honestly didn't believe it. Looks like I was wrong."

"Makes sense," I say, "Not enough room for a brain when you've sanded your head down like that."

"Haha…that's funny. But this is a 12 inch deep pure adamantium helmet. Want to see what it can do?"

"Not unless you want to negotiate for a jail cell with a dance floor."

That little comment seems to set him off, because at this point, he comes charging at me head-first. I quickly jump out of the way, but I don't miss the sight of what he does upon impact to the lamppost behind me. He hits it so hard it snaps right in half; falling to the ground with a large crash. If there was any question as to whether or not this guy's strong before, it's definitely been put to rest.

I look over and see that the two gangs are still in a shoot-out with each other, except that the cops have slightly intervened. Keyword being _slightly_. They're not really making much of a difference. So, that means I really have to get my act together. All of a sudden, I hear Hammerhead's voice behind me again.

"Impressed web-slinger?"

"I don't know. Ask me again after you've tightrope-walked while juggling bowling pins."

"That's it, web-_stinker_. The little kid gloves are off."

"Really, cause these are my only pair," I say sarcastically.

Just then he starts to charge towards me again, only for me to jump out of the way and for him to crash into an abandoned vehicle on the side of the street. Boy, I sure feel sorry for whoever has to pay for the damages on that thing. Just then, I feel my spider-sense tingling in the back of my skull. I manage to duck out of the way of a speeding bullet. Boy, if there's one power I really love, it's that. I look over, and see Montana shouting at the other gang.

"Just give it up Raiders. You punks ain't got nothing on the Enforcers. Don't believe me? Fancy Dan, show em' how it's done." Just then, I see a relatively tall, yet slender guy jump up from behind the car and do a somersault forward.

The guy runs up to the car like he's got freaking super-speed, jumps over the car, and knocks two guys clean out. _Well_, I think, _at least those are two less guys that I have to deal with_. The guy continues to take out more Raiders like they're nothing. He's doing backflips and somersaults, jumping all around. If I weren't used to doing this myself, I'd be one confused Spidey right now. He manages to take all of the Raiders but Hammerhead. Just as I'm about to move, he looks over at me.

"Finish off the bug Dan," I hear Montana shout, "Show em what you can really do."

"My pleasure," he says. Oh boy.

He begins to run towards me, and before I can brace myself for an attack, he disappears. I look around to find him, but he's gone. All of a sudden, my spider-sense tingles, but before I can do anything, I'm being flipped and thrown across the street. Luckily, I manage to backflip over the car that I was meant to hit.

"Nice moves, dude," I say, "You know, I know a circus around here that could really use a guy like you."

"No thanks. Once you join my profession, you just can't stop."

He charges towards me again, but this time, I manage to fire a few web-balls at him. It slows him down only slightly, but it's just enough time for me to get out of the way of his charge and re-group. I need to formulate a plan of some kind in order to take him down.

At that moment, I look over and see Hammerhead look like he's about to charge at something. In front of him, I see Montana speaking to a big, burly-looking guy; his back is turned to Hammy. Obviously, Hammy's planning a little sneak attack.

Just then, it hits me. Hammerhead is the answer. I can take down two birds with one stone. If I can get the acrobat over with the other two, I can have Hammerhead take all three of them down for me. Then, it should be a synch for me to take down Hammerhead without any distractions. All I have to do is time it just right.

I jump onto the car right in front of the other two Enforcers. Right in the perfect position. All I have to do is lure jumpy over here.

"Hey Jumpy McChicken, why don't you work those muscles and come over here," I shout. Not my best quip ever, but that's not really my main concern right now.

"Sure, Spidey. I love a good workout." Yes. Thank gosh he was stupid enough to fall for my trap. Now, it's time for Hammy to do his part.

The guy runs over, but just as he jumps to tackle me off of the car, I dodge, and he falls onto the other two guys. While they're down, I take a crack at Mr. Hardhead.

"Hey, Stanley Hammer. What do you work best on? Nuts or bolts?"

"Usually I'm used to squash spiders." Just then, he charges right towards me.

Right before he's about to hit me, I jump, and instead of hitting me, he charges into the car behind me. The weight of his head combined with the velocity at which he ran was enough to push the car back and onto the three Enforcers. Just like I planned.

"Hey, thanks Hammy. You killed _three_ birds with one stone."

"Joke while you can, web-slinger. Because I'm sure spiders go down just as easily."

"You wouldn't want to be accused of arachnid cruelty would you?"

"I'll take my chances." Once again, he charges towards me. Like always, I dodge out of the way, and he crashes into the wall behind me.

This time is different, though. Instead of popping right out, he seems to be struggling. He's stuck. Not exactly what I expected, but it definitely works for me.

"What's the matter, bro? Stuck? You do know that the _nail_ goes in the hole, not the hammer."

All he does is struggle, and just then, an officer comes over and cuffs his hands behind his back. I look over, and the police also have all of the Raiders and Enforcers in cuffs and ready to be taken away. As soon as they get Hammy out, he'll be too disoriented to do anything. Which basically means that my work here is done.

Luckily for me, my costume didn't sustain too much damage during the fight, so I can just go home and finish my biology profiles before school tomorrow. So, I fire my first web-line, and promptly swing away from the scene before the police have any chance to question me.

After about 30 minutes, I reach my house, slip into my room through the window, take off my costume, sit down, and begin my work.

* * *

As young Peter Parker sits down to complete his schoolwork, an older Herman Schultz is seated in his laboratory at OsCorp tower. After the failure of his demonstration of the "vibro-blasters", he is determined to perfect his invention in order to pass his work by Mr. Smythe.

In order to prevent the vibro-blasters from creating vibro-_backlash_, Herman is constructing a specialized suit in order to protect the wielder of said weapon from the force of the vibrations which make up the blast. Also, he is working on concentrating the vibrations in the blasts in order to protect any possible civilians or allies of the wielder in the area. This way, the only ones affected by the blasts given off will be the ones fired at.

Once he has finished constructing the suit and modifying the blasters, he takes his inventions to an abandoned warehouse on the Upper East Side of the city.

"If this works, there's no way Mr. Smythe can reject my idea," Herman thinks to himself. He is more determined than ever to make his invention a success, by any means necessary.

He suits up, and slips on the vibro-blasters. At this point, he aims at a stack of old crates in the corner of the building. After a second or two of charging, he fires a concentrated blast at the stack. The blast manages to completely obliterate the entire stack of crates, blowing them all into little bite-size pieces.

However, the biggest success is the newly-created safety for the wielder and bystanders. At no point did Herman even slightly feel shaken by the blast he was emitting, and nothing other than the crates was even slightly moved a millimeter. He has succeeded.

Now, all he has to do is re-present his idea to Spencer Smythe and hope for the best.

**A/N: Well, there you have another chapter. I know that not a lot really happened plot-wise in this chapter, but don't worry; it will get better from here, if the ending is anything to go by ;) This chapter is kind of a flip of the last one, whereas this one mainly focused on Spider-Man, while the last one focused mainly on Peter. I also included some classic Spidey villains in this chapter as fan-service, as well as a little reference to the old 90s Animated series. First person to spot it gets a shout-out. **

**Thanks to all who have reviewed, favorited, and followed so far. I truly and genuinely appreciate any and all feedback. So, once again, I state that I am open to any and **_**all**_** feedback, positive or negative. I honestly want to know what everyone thinks, so feel free to review. Thanks **


	5. Chapter 5

**Disclaimer: I do not own any of the characters present in this story. I wish, though.**

_Finally_, I think to myself, _it's Friday_.

In case you're unfamiliar with the modern calendar; that means that the weekend is only one day away. With the weekend comes time to relax, recharge, and sleep. I'm not quite sure which one of those I'm looking forward to the most, seeing as I only got 3 hours of sleep last night. Yeah…looks like that little scuffle with the gangs took a lot longer than I thought. It was 3:30 a.m. before I finished my bio profiles, so I didn't get to sleep till at least 4. The good news is though; I don't feel nearly as bad as I did on Wednesday, so I should make it through the day perfectly fine.

The only real problem that I have is that I somehow managed to get a black-eye during the fight last night. My only guess is that the obviously roid-raging leap frog did it somehow. I can try to cover up the worst of it with makeup, but it'll still be noticeable. Hopefully, I won't catch too much grief about it from Gwen.

So, I slip into the bathroom to wash-up and immediately head downstairs when finished. When I get downstairs, I find Aunt May in the kitchen pouring orange juice for me. She looks at me and is shocked.

"Oh my gosh, Peter. What happened," she asks, clearly worried.

"What do you mean, Aunt May," I ask, trying to pretend like I don't know what she's talking about.

"Peter, your eye. It's bruised. And what is that stain on your shirt? Is that blood?"

Okay, now I actually _don't_ know what she's talking about. However, I look down at my stomach and quickly realize what it is that she sees. There's a large red stain on the shirt, which can only be blood. I don't think I was eating and spilling ketchup on myself in my sleep.

"Lift up your shirt, dear," she says.

"Aunt May, it's not what you think…"

"Lift. Up. Your. Shirt," she says sternly. Obviously, it doesn't look I'm getting out of this one, so I comply. I lift up my shirt, revealing a moderate cut. It's not too bad, at least I don't think so, but Aunt May looks horrified.

"Peter, please. Tell me how this happened."

"Aunt May, it's nothing. I just…fell."

"Peter, that's the excuse you've used the last three times that you've come home bruised. I know that it's not the truth. Please, just tell me what is really going on."

"Aunt May…I," I honestly don't know what to say. For a second I contemplate telling her the truth, but then I think about how much of a wreck she'd be because of that. She'd be consistently worrying about me, not knowing if I'm going to come back every night. Just like Gwen.

"Peter, talk to me."

"Aunt May…I'm going to school."

"You most certainly are _not_, mister. Not when you're injured."

"Aunt May, come on. Are you serious? I've gone to school like this before."

"Yes, and I've gotten calls and emails from your teachers asking why you always come in battered and bruised. And all I can say is that I know as much as they do. Well, it's not happening anymore. You are not going _anywhere_ until you tell me the truth."

"Aunt May," I begin to say, but she cuts me off before I can finish my sentence.

"Don't try to get out of this, Peter. I have spent months being worried sick about you. Ever since Ben died, you've been coming home at night battered and bruised, like you've been in a horrible fight. Consistently telling me that it was a skating accident, or you fell, well I know that isn't true Peter. I know you're involved in something horrible, and I intend to find out what it…"

All of a sudden, she stops talking, and just stares at me. Just as I'm about to ask what's wrong with her, she falls to the ground. I rush over to her side and check her pulse. She has one, but it's not very strong. She's collapsed.

"Aunt May," I shout, "Can you hear me? Aunt May, please wake up." She doesn't respond. I immediately pick up the phone and call for an ambulance. Within a few minutes, she's on a stretcher being loaded into an ambulance, and I'm sitting in the back with her.

They take us to Manhattan General Hospital, and Aunt May is immediately taken to examination. I'm forced to wait out in the waiting room, where I feel like I could collapse myself.

All I can do is wait…

* * *

_At OsCorp Tower_:

"Well, Dr. Stromm, I definitely see the appeal of your advanced gas formula, but are you sure that all of the side effects will be minimal?"

"Absolutely, Mr. Smythe. Any side effects will be effectively cancelled out by the benefits of the gas."

Spencer Smythe is in a meeting with Mendell Stromm about another possible weapon for OsCorp to manufacture. After the supposed failure of Herman Schultz's "Vibro-blasters", Smythe is practically desperate. They haven't put out a new weapon in a month, and the acting head of OsCorp, Donald Menken, is getting impatient.

"What's even better about it, Mr. Smythe, is that it also provides a healing factor faster than any other human's on the planet. Not any medicine in the world could heal as fast as this."

"This is excellent news, Dr. Stromm," Spencer says enthusiastically, "I think we could very well be on our way to a deal. All I need is a demonstration."

"All in due time, Mr. Smythe. As soon as I can certify the gas, I can provide you with just that."

"See that you do, Stromm. Now, good day to you."

"Good day to you, Mr. Smythe."

As Dr. Stromm leaves Mr. Smythe's office, a man in a full-body suit prepares to make his entrance, and upon doing so, a very surprised Spencer Smythe "welcomes" him.

"Can I help you, sir? I'm afraid if you're looking for the costume convention, you're in the wrong place."

"Actually," the man says, "I'm here for you, Mr. Smythe." The man then proceeds to remove his mask, revealing his identity.

"Recognize me," the now un-masked man asks.

"Schultz," Spencer explains, "What do you think you're doing? And, what on earth are you wearing?"

"Mr. Smythe, I'm here because I've done it."

"Done what, exactly?"

"I've perfected my vibro-blasters. They're perfect now. Deadly powerful and completely safe to use."

"First of all, if that isn't an oxy-moron, I don't know what is. Secondly, I already told you; I _don't_ want your vibro-blasters."

"Mr. Smythe, with all due respect; would it really be wise to decline my offer before I've demonstrated?"

"I gave you a chance to demonstrate Herman, and it was a disaster."

"But," Schultz protests, "That was without the vibro-absorbing suit. With this suit, the weapons are much less dangerous to the surroundings and wielder."

"I'm sorry Herman," Spencer says, "But I'm afraid I wouldn't take your invention even if it now does what you say. Dr. Stromm has recently presented me a much more promising formula. _His_ invention has my backing as of now.

Upon hearing this, Herman Schultz's heart begins to break. He feels anger and sadness both at the same time. Unfortunately for him, those emotions show through his next words.

"Mr. Smythe, please," he says, "I've been working on this for months. I know it'll be the best thing the military's seen in a while. So, please, just let me show you what it can do."

"I'm sorry, Herman. My decision is final." This statement sets Schultz off, and he decides to demonstrate his invention with or without Smythe's permission.

Raising his arms parallel to the ground, Schultz aims at a wall of Smythe's office. Concentrating, he fires a blast at the wall, obliterating part of it and creating a massive hole. A shocked Spencer Smythe ducks for cover. Once the debris has stopped flying, he stands up and begins to shout.

"WHAT DO YOU THINK YOU'RE DOING," he yells in anger.

"Mr. Smythe, do you see? The blasters have power beyond comparison, and any backlash present in the last demonstration is gone. I've done it."

"Yes," Spencer says, "You have done it. You've managed to become so stupid that I have no choice but to fire you."

"Mr. Smythe," a shocked and hurt Schultz says, "Please, you can't do this to me."

"Actually, Schultz; I think I can. Based on the fact that you've assaulted my property without permission, as well as being clearly crazy, I have every right to terminate you. Now, get out of my office."

Angered and hurt, Herman Schultz begins to tear up. At this point, he lets his anger take over, and fires at Spencer Smythe. Luckily for Smythe, he manages to dodge, and security shows up, dragging him out of Smythe's office.

After being thrown out onto the sidewalk, Schultz gets up and walks down the sidewalk, lost in his own thoughts.

_I can't believe this_, he thinks. _My invention is sure to work. It does work. I even showed him. Yet, what does he do? He fires me. Well, then maybe I should really show him what kind of damage I can do. Maybe that'll show him that he fired the wrong guy. Yes._

_And I know exactly how to do it…_

* * *

_Room 207, Manhattan General Hospital_:

"Well, Mr. Parker. Your Aunt should be alright. She obviously has been under a lot of stress lately, hence why she collapsed. My best recommendation is to make sure she is not pushed too hard, and that she gets plenty of rest."

"Thank you, Doctor…"

"Smythe, Alistair Smythe."

"Right, thank you Dr. Smythe."

"No problem, my boy."

With that, he leaves the room, leaving me to my thoughts. All I can do is sit here at my aunt's bedside and worry. All I can feel is guilt, because I'm the one responsible for this. If I wouldn't risk my life playing super-hero day in and day out; if I would stop sneaking out at night; if I would stop fighting crime. None of this would be happening. Aunt May would be so much healthier. Heck, I would be so much healthier. The people around me would no longer be in so much danger. If any of my enemies were to find out who Spider-Man really is behind the mask, I'm done for, along with everyone I care about. It's funny, how quickly life can take your good mood (well, compared to the last few weeks) and just completely and utterly destroy it. Now, I just feel even guiltier than ever. Just then, I feel my phone vibrate in my pocket…

_Where are you?_ is all it reads. I look up at the sender and see that it's from Gwen. It's not until now that I realize that I completely forgot to let her or the school know that I wouldn't be coming in today. That's the least of my worries right now. My main concern is taking care of Aunt May.

I shoot Gwen a quick text back telling her where I am and what has happened, and she asks if she should come by after school. I tell her she can do whatever she wants. At this point, having her by my side would be nice. At least I can be reminded that I managed to do one thing right in my life. I managed to be good enough for her.

So, all I can do for the rest of the morning is just sit and stare at my ailing Aunt. Eventually, I decide to rest my eyes, but I accidentally fall asleep while doing so. When I wake up, I'm greeted by bright eyes and beautiful flowing blonde hair.

"Good morning, sleepy-head," the person says. After a few seconds, I fully awaken and realize that it's Gwen.

"Hey," I say back, and she leans down to kiss me. After a quick peck, I get up out of the chair I was sleeping in and look at the clock. 4:00 p.m. The last time I looked it was 1. Well, hopefully I didn't miss too much by taking a three-hour nap.

"You seem tired," she says sarcastically.

"Yeah," I respond, "I…I didn't get to sleep until 4 last night."

"Well, I can understand why you're tired then, especially coupled with this. How is she doing?"

"I…don't know. She collapsed this morning and hasn't woken up since."

"I'm so sorry, Peter."

"Thanks," is all I can manage to say. I look at over my Aunt and almost start to cry. I know that this is all my fault, and there's nothing I can do. All I can do is hope that Aunt May will be okay.

"Mr. Warren came up to me today," Gwen says, "He was wondering where you were."

"Oh…that's nice, I guess," I say.

"He's worried about you, Peter. He said that he's seen how you've been and that you're falling behind. With you not being in class today, he asked me if I knew what could possibly be wrong."

"What did you say?"

"I said that you've been having a hard time ever since the death of your uncle, which isn't completely a lie. You have to take care of your aunt all by yourself."

"Did he believe you," I ask, but I almost don't want to know the answer.

"He seemed to," she says. Thank gosh.

"Good."

"Peter, I think maybe we should talk," she says slightly seriously.

"About what," I ask.

"You being Spider-Man." The moment she says this, I sigh internally. I've known this conversation has been coming, but have been hoping that it never would.

"What…what about it?"

"It's taking way too big of a toll on you. I know that you think you have to do it because of your uncle and what he taught you, but look at you. You're tired, stressed, disheveled. Honestly Peter, you look like crap."

"Thanks. I love hearing that," I quip.

"You know I don't intend to be mean Peter, but I'm just telling you the truth."

"So, are you trying to say that I should just drop the hero thing just because I look bad?"

"I'm not saying that you have to drop it altogether, but maybe just take a little break. You know that your grades have been slipping ever since you started this whole vigilante act. You're falling behind, Peter. And it's our senior year. Don't you want to leave high school with an outstanding GPA?"

"I'll be honest…right now all I want is to make sure my Aunt gets better."

"That's another thing. You're scaring the people around you; the people who care about you. Everyone's genuinely worried about you, Pete. You're showing up to school battered and bruised, you're falling asleep in class, and you're consistently missing school. Plus, you're sneaking around at night, worrying your Aunt sick. _Literally_."

"Gwen," I finally say, "I get the point. This whole masked vigilante thing isn't the best thing for me to be doing, and to be honest, I don't know why I do it. But, for some reason, I can't give it up. For some reason, I keep putting on my stupid costume every day and night, swing around the city and catch lousy criminals off the street. It's like, once I start, I just can't stop, and I don't know _why_."

After I say this, there are a few minutes of silence. After a while, Gwen finally walks over to me and takes my hand. She looks at me and begins to speak.

"Peter," she says, "I get what you're saying. I know that you think you have to do this, but I'm here to tell you that you don't. At least, not to the extent that you have been. You need to pull back, even if it's just a little. It'll be good for you. Besides, how can you help other people if you can't help yourself?"

I hear what she is saying, and realize that she is right. I'm not taking care of myself, so how can I possibly take care of others?

"I'll…I'll think about it," I say.

"I guess that'll have to be good enough," she says. She then hugs me, and I reciprocate. I honestly don't know what I would do without her. She's my best friend and my love. She's my everything.

Just as I pull away from the hug, I start to feel a tingling in the back of my skull; my spider-sense. Just as I begin to react, I feel a vibration below us on the first floor. At first, I don't think anything of it, but then I hear a large explosion. Yeah, that's got me intrigued.

"Peter," Gwen asks sounding frightened, "What was that?" Right after she asks that, the alarms in the hospital start to go off. Obviously something's seriously wrong.

"I…I don't know. Let me go check."

"Peter, no," Gwen protests, "You have no idea what's going on. We should stay here."

"Gwen," I say, "I'll be fine. Just stay here with Aunt May while I go and see what's going on." After a moment of hesitation, Gwen finally speaks.

"Fine, but if you end up in a hospital bed after this, I'll destroy you," she says both sarcastically and seriously.

"Thanks. I promise, I won't need medical attention after this," I say and give her a quick mouse kiss on the lips. Then I slip out of the room, leaving Gwen with Aunt May.

I slip into a nearby janitor's closet and change into my Spider-Man suit. Once changed, I begin to crawl through the ventilation system in order to get downstairs while avoiding attention. When I get downstairs, I'm shocked by what I see.

I see a man wearing a Yellow jumpsuit with a black/red vest on top of it, along with black boots. He's also got some weird looking things on his wrists, but I don't have a clue what those are for. Just then, he starts screaming.

"All right, everybody listen up. Bring me Dr. Alistair Smythe and I promise that nobody else will get hurt."

_Dr. Alistair Smythe. That's the guy who's in charge of taking care of Aunt May. What on earth could this guy possibly want with him?_ But, before I have time to process the question further, he begins to shout again.

"Fine, no one wants to give me what I want. Maybe all you need is a little motivation."

Just after he says that, he raises his arms up like he's aiming at something. Then, before I know it, he's shooting some sort of a blast at a wall. The blast blows right through the wall, creating a giant hole and knocking debris everywhere.

"Give him up now," he shouts, "Or I promise, there'll be more where that came from."

Oh yeah…this'll be fun.

**A/N: There you have it everybody. After 5 chapters of set-up, it's finally time for Spidey vs. the Shocker. So, look out for next chapter to see the fight you've been waiting for.**

**Like always, please review. Thanks for reading **


	6. Chapter 6

**Disclaimer: I do not own any of the characters in this story. All rights belong to Sony and Marvel.**

_Oh yeah; this is going to be fun._

That's all I can think after I see what that guy can do. Obviously, I'm not just dealing with some guy with a gun. I'm dealing with something way bigger than that. It's almost got me shaking in my Spider-themed one-sie. But, shaking isn't going to get me anywhere. I've got to get it together.

So, I carefully push myself out of the ventilation shaft and crawl onto the adjacent wall. I look out at the lobby and see the guy with his arms raised parallel to the floor. He's aiming them at the reception desk. _Oh no_, I think, _he's going to blast the receptionist_.

I have to think of something fast. If I move too late, that receptionist is toast. So, I decide to swing down and grab the receptionist. I look over, and see that the man is indeed going to fire, and just as I get close to the reception desk, he does so. Luckily, I manage to grab the receptionist before she's hit by the blast. I take her over into a corner, and she looks at me relieved.

"Spider-Man", she says, "Oh, thank you so much."

"Sure thing. It's not your fault people want to shoot the messenger." She laughs at this, and I promptly turn around to face the man who blasted at her. As soon as I do, he looks over at me, almost as if he has just noticed that I'm here.

"Spider-Man," he says, "Stay out of this. This doesn't involve you."

"Oh sorry to interfere, but I happen to specialize in meddling," I say while firing a web-pellets at him, which he promptly deflects.

"Well, you're about to specialize in _dying_." Right after he says this, he fires one of his blasts at me. Fortunately, I manage to jump out of the way and cling onto a nearby wall. I look back over, and he shouts at me.

"Lucky for you, bug, you dodged that blast. Cause let me tell you, my vibro-blasters could easily squash an arachnid like you."

"You know, you're only the seventh person to threaten to _squash_ me. Can't anyone be original anymore?"

"Why, sure," he says, and fires another blast at me, which I also manage to dodge.

However, this time, I decide to take the offensive and web-sling down towards him, dodging another one of his blasts as I do so. Just as I move in to knock him in the jaw, his whole body seems to start to vibrate, and upon making contact with him, I'm blown backwards.

"Uhhh," I yelp in pain, flying backwards and landing on my back.

"Ha," he retorts, "Weren't expecting that were you web-slinger? My vibro-suit can do more than just protect me from my own power. It can channel my power and use it as a shield."

"Well, I certainly feel like you just sent a thousand shocks through me," I quip back at him.

"Shocks, eh? You know, I kind of like that," he says. I have no idea what that's supposed to mean, but right now, I'm just trying to get my vision to re-focus.

"You know, I could stick with that," he says quite confidently, "I think I could use that. Instead of Herman Schultz, I'm…I'm…the _Shocker_."

"Well, Shocker," I say, "I'll be sure stay off the carpets around you."

"Joke while you can web-slinger. I'm at least nice enough to allow you slight pleasure before I take you out.

"Sorry, Shocks; I've already got a date for tonight, but maybe some other time, kay?"

That little quip seems to set him off, and he fires at me again, but after I dodge it, the blast doesn't stop. In fact, it's like he's following me with it. I run around all of the walls in the room, and he follows me around all of them. After I'm out of room, I end up cornered, and he finally gets me at my weak point.

And _boy_, he wasn't kidding when he said that his blasts are powerful. I feel like I've just been hit by 10 freight trains; _at the same time_. Just then, he speaks again.

"Not so talkative now, are ya bug," he quips, "What's the matter. No clever joke to throw me off my game?"

"Sorry, but I'm only allowed a set number of jokes in every battle. It's what my manager tells me will get me the most fans."

"Well, I bet your manager didn't tell you about me," he says and fires again. Luckily for me, it's just a bit too high, and misses me. This buys me time to get up and swing across the room, but not with a little kick to his jaw on my way there. I need time to re-group and formulate a plan to deal with this guy. Unfortunately for me, he doesn't seem content with letting me do that.

"Aw…is the little boy getting scared? Well, here's a little shock to wake you from your nightmare!"

"Sorry," I say, "but I'm more of a pinching guy myself." Unfortunately, I spent so much time quipping that I jumped too late, and was hit by his blast yet again. I don't know how much more of this I can take. Luckily for me, he looks away; this buys me some time to fire a web at him.

"Er, what is this stuff," he asks angrily once my web makes contact with him.

"Don't worry, Shocker," I say, "It'll all be over soon." At this point, I fire another web-line at the ceiling, and swing around the room several times, effectively wrapping him up in webbing.

"Ha, not so tough now are you Shocker," I quip as he struggles to get free.

"Not so fast, web-slinger. Remember how I told you that I can channel my power through my suit? Well, watch this."

Just after he says this, his whole body begins to vibrate, just like earlier. After a few seconds, he manages to snap the webbing like it was nothing. _I've got to start making that stuff stronger_, I think to myself.

"Now who's laughing web-slinger?"

"Well, Shocker," I say looking around, "It looks like only you. That's just sad."

"Then, maybe this'll get them laughing," he says while jumping to tackle me. I decide to meet him halfway and jump into him. I manage to land a jab to his jaw and a knee to his crotch, but it only slows him down temporarily, as before I know it, he's firing more of his blasts at me.

One of the blasts hits me, but before he can fire another, I manage to grab a hold of a stray chair via web-line and throw it at him. He blasts it into pieces, but I use the opportunity to land a flying jump-kick to his stomach. While he's disoriented, I fire a few web-pellets at him, hitting him in the head. Obviously, this angers him.

"Errr…that's it you wall-crawling worm. Now, I'll show you what I can _really_ do," he says and reaches for his gauntlets. It looks like he's adjusting something, but I can't quite tell. Just then he fires at me again, but this time, when I dodge, I look back and see that he's blown a hole directly through the wall, revealing the outside street, and it looks like the blast also hit a car parked on the street outside. I can only assume that he's upped the power of his blasts.

_Oh boy…_

"Take this, you vermin," he shouts and fires at me again.

Luckily, I manage to dodge it, but he follows me around, firing at me continuously. Eventually, I trip and he hits me. The blast sends me through the wall and outside, where I land in the middle of the street, extremely disoriented. I hear him begin to speak again.

"One more blast should finish you off," he says, and before I can react, he fires again, blasting me through the window of a convenience store.

I struggle to maintain consciousness, and just as I am about to move, one final blast comes and knocks me across the store

And that's the last thing I remember before everything goes black…

* * *

After a few minutes of waiting, Shocker finally celebrates his victory.

"I've done it," he exclaims, "I defeated Spider-Man. Ha, now who's crazy Mr. Smythe," he says talking to himself.

At this point, Shocker re-enters the hospital and looks around to see a crowd of frightened staff and patients. He begins to speak.

"Alright, now that you've all seen what I can do," he says pointing to all of the damage he has done to the building, "I would advise you to answer my question. Where is Dr. Alistair Smythe?"

"We…we don't know," one doctor says.

"Fine," Shocker states, "Then, I'll just have to search every room until I find him." And with this statement, Shocker heads off down the hallway, searching every room looking for Dr. Smythe.

Eventually, his search brings him to the final room in the hallway, room 207, which holds Gwen Stacy and May Parker, along with one other special person. Shocker walks up to the door and yells.

"Whoever's in there, open this door. The Shocker would like a few words with you."

Inside the room, Gwen ducks beside the door, equipped with a chair which she intends to use as a weapon. Aunt May is still asleep in her bed, but beside her in a corner is Dr. Alistair Smythe, who was walking down the hallway when the alarms went off, and jumped inside the nearest room, which happened to be Aunt May's, when the hospital went into lockdown.

"Fine, if no one will open this door, then I'll just have to blast my way in." Just after he says this, he proceeds to fire at the door, blowing it off of its hinges and into several pieces of flying debris. Once the dust and debris has cleared, Shocker enters the room.

"Smythe," Shocker says upon spotting him, "You're coming with me. You and I have some business."

"Please," Smythe pleads, "Just leave me alone."

"Sorry, but your family and I have personal business that needs dealt with. So, why don't you just make it easy on yourself and cooperate?"

"Please, go away."

At this point, Shocker is getting highly impatient. However, before he has time to make a move on Smythe, he hears a voice behind him.

"Hey you," the voice says, "Leave him alone."

Shocker turns and is met with the face of Gwen Stacy. Before he can react, Gwen picks up a chair and throws it at him, hitting him in the head. After he recovers, he speaks again.

"Listen, little girl; I don't want to have to hurt you. If anything, I'm _chivalrous_."

"Then, why don't you do as I ask and politely leave us alone."

"Sorry, girlie; I'm afraid that'd be stretching your luck." As he says this, Gwen reaches to pick up another chair. However, just as she does, Shocker blasts it out of her hand. A shocked Gwen looks back at him, and upon doing so, she is met with a jab to her right eye.

"Uhhh…," she yelps as she falls to the ground. Shocker then proceeds to kick her in the stomach, effectively disorienting her.

"Now," he says, "Assuming there are no further interruptions; I have come for a package, and I intend to collect it."

He walks over to Smythe and does the same to him as he did to Gwen, only he knocks him unconscious with an extra blow to the head. Shocker then proceeds to blast a hole in the wall, intending to use it as an escape route.

"Lucky for me, we're on the first floor," he says, "So; escaping will be the easiest part of this little job." And so, Shocker picks up the unconscious doctor, slings him over his shoulder, walks out of the hole, and proceeds down the alley next to the hospital.

Phase 1 of his plan is complete…

* * *

_A few hours later, a disoriented Spider-Man begins to awaken…_

_Uhhh…what happened, _is the first thing I think upon regaining the ability to do so.

I feel my eyes begin to open, but honestly, I can't tell the difference between that and them being closed. I'm met with pitch-black darkness either way. Obviously, it must be nighttime now. Looks like I've been out for a little while.

I try to sit up, and am immediately met with sharp pains all throughout my body. It's almost like I'm being shocked consistently…

_Oh wait…_

At this point, the events of earlier return to my memory, and I remember how I even got here in the first place. Shocker beat the living crap out of me. I knew the guy was going to be a bit of a challenge to take down, but I never expected him to be that powerful. Needless to say, it truly was a shocker.

Once again, I attempt to sit up, and am more successful this time, but the pain is still there. I look out at the street in front of me, and see that if there was any damage or debris, it's been mostly cleaned up. However, the hospital across the street still has a very noticeable hole in the wall. You know the one from when Shocker blasted me through it?

I look around, and realize that I'm in an abandoned convenience store. They probably bailed when they heard the hospital alarms go off. Good thing they did, because I'm sure they would've been very happy to see Spider-Man come flying through their window.

Once I finally manage to stand up, I feel even more pain coursing through my body. _Yeah_, I think to myself, _that's probably going to need at least a day of bed-rest_. I begin to walk forward; albeit, limping as I do so. I walk out onto the sidewalk and notice something. A little bit farther down the wall of the hospital is _another_ hole. I don't remember Shocker blasting me through that one, so my curiosity is definitely heightened.

I walk across the street, of course looking both ways before doing so, and walk down the sidewalk towards the other hole. Upon reaching it, I look inside and am horrified by what I see.

"Oh my gosh…" I say in reaction. Gwen is lying on the floor looking injured, and there is debris everywhere. _Shocker must've been here_, I think, _but why_?

I rush over to Gwen's side and attempt to shake her awake. Upon examining her, I notice that her right eye has been blackened. I'm pretty sure I know who did it, but I'm not going to dwell on that now. All that matters to me now is making sure that she's okay. I shake her again, and she finally wakes up.

"Uhhh…Peter," she says slightly disoriented, "Peter, is that you?" I slip off my mask and take her hand.

"Gwen…it's okay," I say attempting to soothe her, "I'm here now." At this point, she begins to fully awaken.

"Oh, Peter. I…uhhh" She tries to sit up, but falls back down again. Obviously, she's been hurt. I rush over to where the comfy chair is on the other side of the room and retrieve the pillow from it. I place it under her head, hoping to provide her some form of comfort.

"Peter, I…"she begins to say, but I cut her off.

"Gwen, it's okay. I'm here. What happened?"

"He…he came and took Dr. Smythe. I tried to stop him, but he beat me up."

"Baby, you shouldn't have tried to do that."

"I know," she says, "But, it seemed like he was going to hurt Dr. Smythe, and I didn't want to let that happen. I guess you're rubbing off on me." I laugh at this statement.

"Well, maybe next time you should just hide."

"I guess…are you okay," she asks.

"I…I'm fine," I say, but she doesn't sound convinced.

"Really, because you have a huge bruise on your face."

"Yeah, I…uh, kinda got my ass handed to me."

"I can see that," she says slightly jokingly, "Who was that guy?"

"I don't know, but he calls himself the Shocker. He's pretty dangerous with those blaster-gauntlet things he has. I didn't stand a chance against him. There wasn't anything I could do that he couldn't counteract."

"So, what ultimately happened?"

"He knocked me unconscious with a few blasts."

"Wow, pretty pathetic," she teases.

"Hey, it's not like these were bubble-blasts. It was like, concentrated vibrations or something. I'm not exactly sure. All I know is that they're extremely powerful and extremely dangerous."

At this point, we both go silent. I take this time to look around the room, especially at Aunt May. She doesn't seem to be injured in any way, which is lucky, considering the damage Shocker did to the room and to Gwen. Just then, Gwen starts to speak again,

"Your Aunt slept through the whole ordeal. I couldn't believe it."

"That's because she's practically in a coma," I say slightly angrily, "And it's all my fault."

"Peter now's not the time to wallow in guilt. I think we should get out of here and go home."

"I can't leave Aunt May here in this room. Do you see the place?"

"I highly doubt that they'll leave her in here. They'll probably come by and move her soon. And we should be gone when they do."

"Fine," I say, but I don't agree. I really want to stay with Aunt May, but I know that I'm not going to win this argument. So, I slip on my mask, and just as I am about to walk outside, Gwen grabs my hand.

"What do you think you're doing," she asks.

"What?"

"There's no way you're web-slinging us home; not when you're clearly injured," she states, "So, change into your civilian clothes and I'll call us a cab."

Once again, I know I'm not going to win this argument, but I'm not exactly sure I would've wanted to anyway. Every bone in my body is killing me. So, I change back into my clothes and follow Gwen out onto the sidewalk. After walking a few minutes, we manage to hail a cab to take us back to my house. The whole way home, all I can think about is two things. One is Aunt May. The other is the Shocker. What could he have possibly wanted with Dr. Smythe?

_What's the connection?_

* * *

_At an abandoned warehouse on the Upper East Side…_

"Well, Mr. Smythe," Shocker says, "I hope you find the place comforting."

"What…" Smythe stutters, "What do you want with me?"

"Well, you see, you're kind of my bribe. I want to teach your father a lesson he'll never forget."

"Why? What did he ever do to you?"

"Oh, now that's a story that I'm sure you'd love to hear. Seeing as how you have nothing better to do right now, I suppose I'll let you listen to it."

And with that, the Shocker proceeds to bore Dr. Smythe with a long back-story about himself and the situation.

However, the real story will be what is soon to happen…

**A/N: Well, what do you think? Satisfying? Disappointing? Hopefully the answer is that you're satisfied. I really tried to make this chapter exciting while providing lots of plot development. By the way, please tell me if I'm making Spider-Man's quips clever enough. I'm doing my best, but I would really love some feedback.**

**So, until next time. Oh, and please don't forget to review. All feedback is welcome. Thanks for reading **


	7. Chapter 7

**A/N: The horizontal line in this chapter means something different this time. Instead of switching POVs, it's switching in-and-out of a dream sequence. Just so you know :)**

**Disclaimer: I do not own the rights to any of the characters present in this story. All rights belong to Sony and Marvel.**

As soon as we get back to my house, Gwen immediately takes me inside and lays me down on the sofa. It's a complete relief. The soft leather of the sofa against my aching and injured body feels amazing. However, while I am incredibly grateful, I am worried about Gwen. I wasn't the only one injured by the Shocker after all.

"Gwen," I say, "You should lay down and rest too. And ice your eye, cause it looks like it's starting to swell up."

"I'm fine, Peter," she says assuringly, "All I care about is your recovery."

"But, aren't you the one always telling me that I can't help people if I don't help myself?" She sighs at this question, knowing that I'm right.

"Alright, alright," she says, "You got me there. Do you still have that eye-patch icepack?"

"Yeah, Aunt May keeps it in the freezer."

"Awesome, I'll be right back." And with that, she walks off into the kitchen to retrieve said icepack.

Meanwhile, I reach around the coffee table until I finally manage to grab hold of the TV remote. When I turn the TV on, I am immediately greeted by the local news. Fittingly, they're doing a report on what happened at the hospital earlier today. Apparently the news station is called "J3 Communications," and their anchor's name is J. Jonah Jameson. Just after he stops reporting on the Shocker, I hear him begin to talk about Spider-Man, prompting me to turn up the volume.

"What are you watching," Gwen asks as she walks back in, icepack over her bruised eye.

"Just the news. This guy's talking about me." She sits down, and we both proceed to listen to the man on TV.

"_All sources positively identify that Spider-Man was in fact at the scene of the crime. If you ask me, he was there acting as a further nuisance. People of New York call him a hero, but I know that he's just as bad as the criminals he "catches". He probably just wants to get on our good sides so it can hurt more when he reveals his true side to us. Did you see the damage that his supposed battle with Shocker caused to the hospital, to the street, to the convenience store across the way? That was probably all on purpose. I'm telling you, people of New York City; do not trust Spider-Man He is nothing but a public nuisance, a menace, and a no-good, low life... _". At that moment, I turn off the TV.

"Why did you do that," Gwen asks.

"Because," I reply angrily, "I'm not about to listen to that guy trash me anymore. He doesn't even know what he's talking about." At this point, I'm beginning to get really angry. In fact, if I weren't injured, I' probably get up and pace around the room. How could that guy get it so wrong?

"I didn't mean to do any of that damage. Heck, I didn't even do it. Shocker did. He was the one blasting holes in walls and blasting me across the street. He was the one causing all the damage. That guy doesn't know anything."

"Peter, calm down. It's just one guy on one news station."

"Yeah, I know."

"The, don't let it get you so upset."

"It... it just infuriates me that I try to do good and I get that kind of thanks for it."

"Peter," Gwen asks quizzically, "Is this really what you're angry about or is this just something that's triggering a lot of suppressed anger?"

"I...I don't know," I say, "I mean, I'm just really angry in general I guess."

"Do you want to talk about it?" I hesitate for a moment, but after a few seconds, I respond.

"It's just, I'm so angry at the world. I'm angry that my Uncle is dead. I'm angry that my Aunt is in the hospital, and it's because of me. I'm angry that I couldn't stop Shocker and that he hurt you. I'm angry that my freaking life is falling apart."

At this point, I realize that at some point along the way I began to cry. Not like full on balling, but enough to make it noticeable . Gwen sees this and comes over to embrace me in her arms. However, as soon as she touches me, I feel a sharp pain and am forced to push her off of me.

"Oh, sorry," she says apologetically.

"It's okay," I respond back quietly.

"You know," she says, "You should probably get out of those clothes. I mean, what with your Spider-Man suit underneath right?"

"Yeah...yeah, I guess," I say.

"Well, um...why I don't I go up to your room and get you a fresh pair of clothes while you take those off. Okay?"

"Okay...that's fine."

"Cool," she says and walks upstairs to go and get me some new clothes to wear.

I, on the other hand, proceed to remove my clothes. Once they're off, all that's left is my Spider-Man suit and underwear beneath it. I look down at my suit and see the damage caused by my earlier battle with the Shocker. It's pretty extensive, and will probably take an afternoon of sewing to fix. I proceed to tear it off of my body, my aching limbs resisting me while I do so, but I am eventually successful. Right as I finish, Gwen walks back down with a fresh pair of pajamas for me.

"Here," she says handing me the pajamas, "Put these on while I go and get us both some ice water."

"Th...thank you," I say.

"No problem," she says smiling. As she walks off to retrieve the water, I carefully slip into the very comfortable pajamas and sink back down onto the couch. Gwen returns, water in hand along with what also appears to be a bottle of painkillers.

"Here," she says handing me the two items, "Take two of the painkillers. That should at least ease some of the pain."

"Okay...thanks," I say and do as she says. Once done, I set the water and medicine bottle down on the coffee table and lie back down. Gwen comes over and sits down on the edge of the sofa.

"Tell me where it hurts the most," she says.

"I...my right arm. I don't think it's broken, but it hurts pretty badly." She reaches for a pillow and puts it onto my stomach.

"Rest it on this. Hopefully if you immobilize it it'll heal a little easier and won't hurt as much."

"R...right. Thanks."

"Do you want to talk about what's bothering you? You know I'm always willing to listen." At first I don't respond, prompting Gwen to speak again.

"Peter?" After this, I finally snap out of my trance and speak once more.

"Sorry, it's just...I'm really stressed. What with Aunt May's situation and everything, and now Shocker's running around."

"Since when is Shocker your problem?"

"He's not. He's Spider-Man's problem."

"Peter, you're in no condition to fight him. Look at you, you can barely stand."

"I'll be fine in the morning."

"Maybe, and then what," she asks sternly, "You go out and risk your life only to come back injured again?"

"Glad to know you have faith in me."

"That's not what I'm saying, Peter," she states, "What I'm trying to say is that it's too risky. You were there today when you fought Shocker. Heck, think back to the whole Lizard incident with Dr. Connors. He almost killed you."

"Gwen, I remember; I was there. The thing is though; he _didn't_ kill me. I survived, and I'm here now."

"Yeah, because my father basically sacrificed his life to save you," at this point, I can hear anger and frustration in her voice.

"Gwen..." I begin to say, but she cuts me off.

"No, Peter. Please let me finish. I lost one man that I love because of this dangerous profession, and I really don't want to lose two."

"What are you saying?"

"I'm saying that you need to give up being Spider-Man."

That statement really shocks me. I mean, I know that she's expressed concern over my being Spider-Man before, but I honestly never expected her to straight-up ask me to stop altogether. I don't know what to say, so I simply remain silent. After a few tense minutes, Gwen grabs my hand and begins to speak.

"Peter, please listen to me," she says, "I love you. You are my everything and I can't bear the thought of losing you. I was so proud of you when you saved us all from Dr. Connors and his Lizard formula, but ever since my father died, all I've been able to do is worry about you. Every night I think to myself _Oh, is he out there? I hope he's okay. What if he's hurt?_ And now look what's happened today. It only proves my point. This is just too dangerous for you to continue doing."

I hear what she's saying, and I understand it. Honestly, I begin to think that giving-up being Spider-Man might not be such a bad thing. I mean, ever since I became Spider-Man, my life has become increasingly difficult. My grades are slipping, my appearance is faltering, my Aunt and girlfriend are worried sick about me; I'm constantly coming home battered and bruised. Really, what good has come out of my being Spider-Man?

But, just as I think this, I remember the speech that Uncle Ben gave to me the night that he died. I know that speech applies to me. I _do_ have the power to help people. And according to him, I have a moral obligation to do just that. The thing is, I feel like I can't neglect that obligation. For the life of me I don't know why, but I just can't do it. It's like there is some force inside of me that is driving me to consistently risk my life for other people.

At the end of the day, I'm left one conflicted teenager.

"Peter," Gwen says snapping me out of my trance, "Please say something."

"I...I don't know," is all I manage to say.

"What do you mean you don't know?"

"I don't know if I can really give up being Spider-Man."

"Peter," she says slightly frustrated, " I know you told me that you think you have to do this because of something your uncle taught you, but do you really think that your uncle would want constantly risking your life like this? Do you think he would want you neglecting your entire life just to go and play hero?"

"I...I can't answer that." After I say this, there is a silence between us. After a few minutes, Gwen finally speaks again.

"You know what," she says, "I want you to think about it. Right now I think I should take you upstairs to your bed so you can sleep. I'll stay the night because there's no way I'm letting you stay here by yourself. Not in the state you're in."

"A...alright," I say in agreement.

Gwen carefully helps me up off of the couch and up the stairs to my room. Upon entrance I immediately plop down onto my bed, not even bothering with the covers. Gwen comes over and kisses my forehead, whispering "I love you" into my ear. Once I say it back, she walks out of the room to the guest room, leaving me alone.

For a while I attempt to sleep, but my mind's not having any of it. All I can think about is what Gwen said. Should I give up being Spider-Man? I mean, she is right about it taking a very visible toll on me, both physically and emotionally. But at the same time, I think back to what Uncle Ben told me about responsibility.

Then, to make matters worse, more of Gwen's words pop into my head. Would this be what Uncle Ben would want? Would he want me consistently risking my life like this? Would he approve of me constantly putting myself in danger like this?

Before I can manage to figure out an answer, I finally manage to fall asleep.

* * *

I hear a knock on my door. I look up and answer.

"Come in," I say.

The door opens, and in walks someone I never expected; Uncle Ben. Needless to say, I'm shocked and astonished. However, my first reaction is to run up and hug him, which he reciprocates.

"Hehe," he laughs, "Glad to see you too, kiddo."

"Uncle Ben," I say, "I thought...I thought you were..."

"No, Peter. I may be dead to the physical world, but I'm always alive in you." At this point, I start to tear up.

"Uncle Ben, it's so good to see you."

"I'd imagine so, bud. What with the rough time you've going through lately."

"What," I ask quizzically, "What do you mean?"

"Sit down, Pete. I think we should talk," he says while motioning me back towards my bed. I comply and sit back down, with him following.

"Look, Pete. I know it's been a pretty rough time for you since I've been gone. You know, you've basically had to grow up a lot faster than expected, what with taking care of your Aunt and the house and everything. And on top of that you've got school and your friends and Gwen. Needless to say, life's been throwing fastballs at you."

I nod in agreement, laughing slightly at the figurative language.

"But, the real cream of the crop is what you've been doing in secret," he says, and I know exactly what he's talking about.

"This whole Spider-Man masquerade you've been doing ever since I left. I know it's been...challenging on you to say the least. You're tired, you're falling behind in school, you're stressed. Plus, you're coming home at night battered and bruised. That can't be fun, can it?" I shake my head in response.

"I know some people tell you that it's crazy, and that's because it kind of is," he says, which shocks me.

"I mean," he continues, "you're consistently risking your life, always with the possibility that you might not come home afterwards. And for no reward. You'd have to be a real nutcase to do that."

At this point, he stops talking, and I can't help but look at the irony of what he's saying. I mean, this is the man who taught me the lesson that led to me becoming Spider-Man in the first place, and now he's telling me I have to be crazy to do something like that.

"Or..." he says all of a sudden, snapping me out my thoughts.

"...You'd have to be a real swell lad to do good under those kinds of circumstances."

Okay, now I'm really confused.

"Peter, what you do is crazy, I won't deny that. But, if it's anything else, it is the pinnacle of goodness. It is the best thing you can do with this great power you've been given. You've been given a gift, and I couldn't possibly be more proud of what you've done with it. You and I both know that it isn't easy to do what you do, but you've never given up. Even when the going has gotten rough, you've picked yourself up and gotten back into the fight. That, my boy, is the manliest thing I've ever seen."

"Uncle Ben...I," I stutter over my words, "I don't know what to say."

"Son, I know that you think it's hard, and that maybe you should quit. I'm here to remind you of one special lesson that my father taught your father and me before he passed. It's one simple phrase. _With Great Power, Comes Great Responsibility_. That is the lesson your father lived by, as well as his father and mother. Now, I can't tell you what to do son, because you're old enough to make your own decisions. I'm just trying to give you a little help."

"Thank you, Uncle Ben," I say in gratitude.

"No problem, son. Now, I better be going, I don't want to stay too long."

"What, no please don't go Uncle Ben," I say attempting to make him stay.

"I'm not going anywhere Peter. Remember what I told you. I'll _always_ be with you." And with that statement, he walks out the door.

* * *

The next thing I know, I'm laying on my bed on my left side. The sun is shining in through the window, reflecting off of the computer screen on my desk across the room. Obviously, it's morning.

_Dang it_, I think to myself, _It was just a dream._

At first I'm filled with nothing but anger. How dare my subconscious do that to me? It should know that I want more than anything to see my Uncle again. Even if it's just one last time, I want him back. It hit me where it hurts.

However, after a few minutes, I begin to process the dream, and begin to think deeper into it. For one, I can remember the entire conversation word for word, which according to scientific dream analysis, is quite rare. But, the other thing that's bothering me is what he said.

"_With great power, comes great responsibility_."

He was clearly attempting to teach me another lesson. Or, was he? Because, I feel like I've heard that before, but in a wordier form. Then I realize, it's because I have.

"_If you can do good things for other people, you have a moral obligation to do those things_."

He wasn't trying to teach me another lesson; he was reaffirming one that he'd already taught me.

And now, I understand. I understand why I had the dream. It was my subconscious reminding me that this is what Uncle Ben taught me to do. It's what I was meant to do. Being Spider-Man may be a difficult thing to do. It may be very, very taxing and challenging. I may not know precisely _why_ I have to do it, but I do know one thing.

_It is my responsibility to do it._

After having this realization, I don't know how to feel. On one hand, I'm glad I've finally realized that I need to continue being Spider-Man. But on the other hand, this creates another huge problem. What do I do about Gwen? About Aunt May?

Apparently, Gwen must've heard my thoughts, as I hear a knock at the door.

"Peter," she says, "Are you awake?"

"Y...yeah," I stutter, "Come on in." She opens the door and enters the room.

"Good morning, sunshine," she says sweetly.

"Hey."

"How are you feeling?"

"Better thanks," I say. At this point, I finally take the time to look at her fully, and notice that her eye has stopped swelling.

"Your eye looks better," I say.

"Oh, thanks," she says back, "You know, I'm glad you made me ice it. It really helped."

After this, a minute or so of silence falls upon us. Finally, I decide to be the one to break it.

"Gwen, we really need to talk," I say.

"About?"

"What we were talking about last night. About me being Spider-Man."

"Ohhh..." she says.

"I'm not giving it up," I say slightly forcefully.

"Peter..." she says looking slightly shocked. Before she can get a chance to continue, I cut her off.

"Gwen please just hear me out."

"I just really don't think..."

"Gwen...please," I plead. After a few seconds, she responds.

"Okay," is all she says.

"Thank you. I know that you think that me being Spider-Man is too dangerous; that it's too taxing, or tiring, or challenging, or distracting, or all of those things. And you're right. It is every single one of those things..."

"Why do I feel like you're about to insert a _but_ in there," she asks.

"Because," I say, "While it may be all of those things, it's the _right thing for me to do_."

"But, how is it your obligation," she asks, and before I can respond, she answers her own question, "Oh, that's right; it isn't."

"How do you know that?"

"Because you're not a police officer, Peter. It's not in some job description or contract that you have to go out and risk your life every freaking day. Nowhere does it say that."

"Maybe not, but there's a reason I have to do it."

"What reason? There's no reason."

"It's my responsibility. Gwen, I've been given a great power. I have a moral obligation to do good with it. Just like Uncle Ben told me to do."

"Peter, listen to me," she says, "Your uncle wouldn't want you doing this."

"That's not what he told me." She looks at me curiously.

"What do you mean?"

"I had a dream last night, or maybe it was a vision, I don't know. But whatever it was, Uncle Ben was there, and he talked to me. He told me that he was proud of me for being Spider-Man; that it's the manliest thing that I could ever possibly do; that I'm the pinnacle of goodness in the world."

"Peter, that was just a dream," she says.

"No, it wasn't," I say, "If it was just a dream then it wouldn't be having this sort of impact on me. Uncle Ben wouldn't have been there talking directly to me. And, I probably wouldn't remember it word-for-word."

"Maybe you're right, and maybe you're wrong, but either way Peter, I still don't think that you being Spider-Man is a good idea."

"Then," I say, "What will convince you that it is?"

"Give me one good reason to believe that it's a good idea and believe what you're saying."

"Because..." I say, "It's my responsibility." She is silent for a minute or so, as am I, but eventually, she speaks.

"Peter," she says, " I really don't agree with this decision, and even though I think you're absolutely crazy for doing this..." It feels like years before she continues, but in reality, it's only a few seconds.

"...I'll go along with it."

"Really," I ask in astonishment.

"Yes, really," she says, "But...you better prove to me that you being Spider-Man really is worth it."

"Deal," I say. After this, she leans down and kisses me. For a second there, I honestly thought she wouldn't accept my double identity. Needless to say, I'm relieved.

And so, with that tense subject out of that way, Gwen and I spend the rest of Saturday recuperating from our injuries from yesterday, as well as fixing up my Spider-Man suit and enjoying each other's company.

But, throughout the whole time; we both know one obvious fact. Whatever happened yesterday is just the beginning. The real battle is yet to come...

**A/N: Woah, that was long. Way longer than I originally intended, but the story kind of started to write itself. Anyway, I really hope I didn't bore you too much. There wasn't any action in this chapter, so I hope that the dialogue was enough to keep you entertained. A little PeterxGwen angst for you.**

**Thank you to all who have reviewed, favorited and followed. I encourage all feedback. So, please review. Chapter 8 will be up in due time. Thanks :) **

**P.S. I have no idea if that fact I put in there about dreams is true or not, so please don't hold me to that.**


	8. Chapter 8

**Disclaimer: I do not own any of the characters present in this story. All rights belong to Sony and Marvel.**

The next day, at an abandoned warehouse on the Upper East Side, the Shocker is watching a news conference on television.

"_Cpt. Carter, is there anything new you can tell us about the kidnapping of Alistair Smythe?"_

"_Nothing at the moment, but rest assured, the NYPD will find him and apprehend the Shocker."_

"_What about Spider-Man? Is it true that you want to bring him in as well?"_

"_We don't necessarily want to bring him in per-se, more like we want to question him about what he knows of the kidnapping. Multiple sources confirm that he was present during the kidnapping, and we wonder if there's any additional information he might know about the case."_

"_How do you plan to take down the Shocker once you locate him?"_

"_I'm sorry, but that's classified NYPD information. I cannot publicly share that."_

At this point, the news conference ends, and the Shocker turns off the TV and begins to think aloud.

"Ha," he laughs, "They really think they have a chance against me? Even if they find me, all I have to do is fire a few blasts at them and they're toast." Before he can continue, he hears a strange noise in the background, which startles him.

"Who's there," he screams. When no one answers, he begins to ease. However, upon hearing the same noise, he fires at the spot which he believes to be the source of the noise. After the dust and debris clear, he goes to investigate, only to find a dead rat.

"Well," he thinks aloud to himself, "This furthers my point. Not even a stray rat can escape my wrath. Anyways, I think now that I've proven that I _am_ a threat, it's time to move on to phase two of my plan…"

And so, the Shocker begins to plot his next move…

* * *

_Meanwhile, Peter Parker and Gwen Stacy are also working hard…_

"Gwen, can you please hand me those pliers?"

"Sure, but are you sure this'll work?"

"Uh," I say, "I guess we'll find out when I test it."

"Okay," Gwen says questioningly.

I recently decided to add another little weapon to my arsenal; the Spider-tracer. You see, when I last fought Shocker, he knocked me out cold and took off with Alistair Smythe. I need to make sure that doesn't happen again. As such, I'm building a little device to track him down with the next time we meet. All I have to do is get it on him somehow and bingo, I can follow him wherever he goes. If the plan works, he'll lead me right to Dr. Smythe, as well as his base of operations.

Gwen hands me the pliers, allowing me to pull the little GPS tracking chip out of my cell phone. After that, I transfer the chip into the tracking device I built (Spider-themed of course), and hook it up. After all of the necessary construction is done, now comes the test.

"Alright," I say," Gwen, I need your help."

"With what?"

"I…I need you to help me test the spider-tracer."

"How?"

"Turn around," I say, and she complies. When she does, I stick the spider-tracer onto her back. Obviously, she notices.

"Peter," she asks quizzically, "What did you just do?"

"I put the spider-tracer on your back. Now, I need you to go somewhere, but don't tell me where you're going. I need to see if it works."

"But, how will you follow me?"

"I have the tracer synced up with my phone. I can't be found, because my chip is in the tracer, but I can find you."

"Oh…that's actually kind of clever."

"Thanks, now can you please go?"

"Right, I won't go too far, but I'll go a little ways away."

"Good," I say and she walks out of the room. Then, I hear the front door open, and look out of my window to see her heading down the sidewalk. Once she's out of sight, I activate the tracker on my phone, and instantly hone in on her signal.

At this point, I decide to head out after her. I walk out of the house and down the sidewalk. After a little bit of a walk, my phone brings me to an alleyway, and when I look down it, I see Gwen standing there, waiting for me.

"You know," she says, "I was really hoping for David Beckham to come and find me, but I guess you'll do," she jokes.

"Well, sorry to disappoint you," I quip back.

"So, looks like it worked."

"Yeah…yeah, it did."

"Good," she says as we proceed to walk out of the alley and back towards my home.

"So, now what," she asks.

"Now…now's the part where I find the Shocker."

"But, how will you do that? No one's even seen him since the hospital incident."

"That's why I intend to go and ask a few sources what they know about him. Or, should I say, Spider-Man does."

"Just…be careful," she says, obvious hesitance in her voice. We both know that she's still hesitant about me continuing in this whole vigilante act, but she's agreed to support me. Hopefully, I can get her to come around fully.

To be honest, I'm not even totally cool with the whole thing. But, like Uncle Ben said…

"_With great power, Comes great responsibility_"

"Gwen," I say, "I promise, I'll be fine." She looks at me and nods, then looks down at the ground. I honestly can't tell if she believes me or not.

Once we get back to my house, Gwen goes into the kitchen, and after a few minutes, summons me in with her. When I walk in, I find a turkey sandwich and a glass of water sitting on the table.

"I'm not letting you go anywhere on an empty stomach," she says. "You haven't eaten anything all day, so at least swallow this before you go out and play hero."

"Yes, mother," I say jokingly while going to sit down. While I eat, Gwen and I exchange friendly banter. Once I finish, Gwen barely gives me two seconds before she moves in to kiss me. Once she pulls back, I react.

"What was that for," I ask surprised.

"Good luck," she says.

"Well, I'm definitely feeling lucky right now." She smiles and rolls her eyes.

"Just…make sure you come back in one piece."

"I will," I say while getting up. After one last peck to her lips, I head upstairs to change into my Spider-Man suit. Once changed, I open the window and check the street below. Once I've certified that the street is clear, I fire a web-line at the power line in front of the house and proceed to swing away towards the city.

First stop…OsCorp Tower.

It takes me about 45 minutes to web-sling there from my house, but when I finally get there, I see that they've obviously increased security; probably in response to the abduction of Alistair Smythe. They want to make sure that Shocker can't manage to pick up a second Smythe.

Speaking of said second Smythe, he's the one I'm here to see. Unfortunately for me, I have no idea _where_ in the tower he is; all I know is that he's here. Also unfortunately, with the increased security around the door, I won't exactly be able to just waltz in the front door and look at the map. So, looks like I'll have to improvise.

I cling onto the exterior of the tower and begin to crawl around. What I really need is an open window. If I can get inside the building, I can use my phone to connect to the OsCorp server and find Smythe's workplace. Luckily for me, it doesn't take very long before I find one. It leads me into a janitor's closet, but it's better than nothing.

Once in, I whip out my OsPhone and connect to the server. I pull up the map of the tower and discover that Smythe's office is located on floor 37, west side. _Bingo_.

I look around the closet and manage to spot an air-duct. Exactly what I need. This way, I can get up to Smythe's office without being detected. So, I pull the vent off of the duct and climb in. After a while, I start to wonder exactly what floor I'm on, because the ventilation ducts don't exactly have signs in them. I decide to crawl down one of the horizontal ducts, and it brings me to what appears to be an office. Just as I am about to push the vent out, the door opens and someone enters.

That someone is Spencer Smythe. _Boy, am I in luck_. Just as he sits down at his desk, I push out the vent and enter the room. Upon hearing me enter, a startled Spencer turns around to face me, gun in hand. However, upon seeing it's me, he eases.

"Oh, it's you Spider-Man," he says, "To be honest, I almost feel like I should've been expecting this."

"And why is that," I ask.

"Well," he says, "Aren't you the city's supposed _superhero_?"

"I wouldn't call myself a superhero. More like, masked vigilante who likes to think of himself as a hero."

"Well, regardless, you're the one who fought Shocker at the hospital. You're the one who stopped Connors the reptile from turning us all into freaks. So, to what do I owe the honor?"

"Well, Smythe, let's just cut to the chase," I say, "I need information on the Shocker, and you seem like the guy who'd have it."

"And what makes you think I know a single thing about him?"

"Because guys who capture the sons of big name weapon-makers usually have a connection to said weapon-maker. Haven't you ever seen a single crime movie?"

"For your information, Spider-Man, I've seen more than I'd like to let on. All I have to say to you is that there's a difference between reality and fiction. Movies are not real life."

"So, are you saying that you don't know anything and he just kidnapped your son at random?"

"I never said that."

"Well, you sure didn't deny it. So, what's it going to be Smythe, yay or nay?"

"I'm not quite sure I'm in a position to say. The police are already looking for my son and his kidnapper, and as far as they're concerned, you're a wanted man."

"What," I ask in shock. This is news to me.

"Haven't you heard? You're wanted for questioning about the hospital incident."

"Why?"

"The police think you might know something. Now, wouldn't it just be so convenient for me if I called security right now and turned you over to them? I'm sure I'd be given some kind of reward in return."

"Listen Smythe," I say, "There's no need to be hostile. I didn't come here just to banter with you. I came here because I want to help; because I'm one of the good guys. I want to help find your son."

Smythe is silent for about a minute or so, obviously mulling the situation over. After a while, he finally speaks again.

"What is it you want exactly?"

"Anything you know about the Shocker," I say.

"He's a former employee of mine." Now we're getting somewhere.

"Does he have a name?"

"Herman Schultz."

"And, how long did he work for you?"

"Not long. It was only a few months."

"Any possible motive for him to attack your son?"

"I can't say for certain, but I'd bet my career that it was as an act of revenge."

"Let me guess, because you slept with his girlfriend. That is a low-blow Smythe."

"Ha," Smythe laughs, "No. It's more the fact I fired him and that I very blatantly insulted him while doing so." After he says this, he goes silent for a second before continuing to speak.

"He created this invention. They were called "Vibro-blasters," and they were supposed to channel vibrations into concentrated blasts that could be used as a weapon. I rejected the idea because the blasts were initially out of control. Schultz wouldn't have any of that, and worked on the blasters until he perfected them. He presented them to me again, and I rejected them once more. When I did, he fired them at me, and I terminated him on the spot, but not before I called him a crazy crackpot."

"Probably not a wise thing to say to someone who actually _is_ both of those things," I quip.

"Yeah, you're probably right. I called security and they threw him out. I thought that was the end of it, but then later I saw the story on the news that he kidnapped my son. Clearly, I was wrong."

"I got the bruises to prove it."

"I'm sure of it. If anything, those blasters are powerful. See that whole in the wall over there," he asks pointing to the gaping hole in the south wall of his office.

"Let me guess," I say, "Termites?"

"I wish," he says, "Schultz did that to try to show me the true power of his blasters. Obviously, they're dangerous."

"You don't have to tell me twice."

"Yeah well, that's all that I can tell you. Schultz hasn't been seen since he beat the shit out of you and ran off with my son. No one knows where he is or what he's planning." After this, he goes silent for a second, then continues to speak,

"I swear to you, Spider-Man. If he hurts my son; if he touches even a hair on his head, I will find him and personally destroy him myself."

"That won't be necessary, Mr. Smythe," I say, "I promise you; I'll find your son and bring him home safely. And, I'll make sure the Shocker never hurts anyone ever again."

"I hope you're right about that, Spider-Man. I really do…"

* * *

_Meanwhile, at an OsCorp Manufacturing Plant on the East side._

"Ha, this'll be a synch," the Shocker says confidently.

Shocker plans to trash the OsCorp weapons manufacturing plant as a way to "stick it" to Spencer Smythe. He believes that no one can stop him because he defeated Spider-Man. As such, he blasts a hole through the wall of the building and makes his dramatic entrance.

"Alright, nobody move," he shouts at all of the scared factory workers.

"I'm going to give you all 10 seconds to get out of here. Leave now or risk death, because I'm about to blow this place sky-high."

All of the employees comply with Shocker's orders and quickly leave the scene. By this time, the alarms have started to blare in the factory, prompting Shocker to locate the source. Upon doing so, he blasts the controls, shutting off the alarm.

Once the alarms are disabled, Shocker turns to the task at hand. And he won't let anything stop him...

* * *

"Do you have a plan on how you're going to defeat Schultz, Spider-Man?"

"Sorry," I say, "But, a good magician never reveals his tricks."

"As you wish, but, remember how I said that I would destroy Shocker if he even touches my son?" I nod my head in response.

"Well, the same rule applies to you. If you hurt my son in any way, I won't hesitate to do everything in my power to end you."

"Man, Smythe," I quip, "I sure hope you never become a therapist. With that kind of temperament I'm sure you get plenty of gifts around the holidays."

"Joke all you want, web-slinger. I'm serious. My son is to come back in _perfect_ condition."

"I understand," I say, finally getting serious, "I promise, I'll bring him back even _better_ than he was before."

"Good," he says, "See that you do."

After he says this, a silence falls upon us, giving me time to mull things over in my head. On one hand, it's good to know these things about the Shocker. Smythe's actually been a big help. On the other hand, I can't help but feel bad for Smythe. I know what it's like to lose someone you love. It's not an easy thing.

I don't want Smythe to have to go through that. Even if he may not be the best guy in the world; I would never forgive myself if someone was caused that pain and I didn't do everything in my power to stop it. If anything, this little visit with Smythe has made me want to find Shocker even more.

Just then, the door to Mr. Smythe's office bursts open, and a man comes running through.

"Mr. Menken," Smythe says, "I wasn't expecting you. Is something wrong?"

"Yes," he says, "We've found the Shocker."

"I don't see how that's a bad thing."

"He's attacking an OsCorp manufacturing plant on the east side of the city." Smythe goes silent, and at this point, I think to myself...

_Yeah, that's a bad thing._

**A/N: Uh-oh. Looks like we're in for some action here, ladies and gentlemen. That's right; next up is round 2.**

**Thank you to all who have reviewed, favorited, and followed so far. I appreciate your feedback. Please keep it coming. Let me know what you think of this chapter. Boring? Funny? Exciting? I'd love to hear. So, please review. Thanks :) **


	9. Chapter 9

**Disclaimer: I do not own the rights to any of the characters present in this story. All rights belong to Sony & Marvel.**

"_The Shocker is attacking an OsCorp Manufacturing Plant_."

I don't know what to feel upon hearing this news. On one hand, I'm relieved to have finally found Shocker, and that means I get another chance to take him down. On the other hand, I'm scared. Shocker is by far the most dangerous opponent I ever faced, and I don't want this fight end the way the last one did. I've got to do better this time. Now that I know what he can do, I'll be ready for him. And this time, _no one_ will get hurt. No matter what, I'll protect the innocent. They're not doing anything wrong, so they don't deserve to be hurt during a selfish battle between me and Shocker. All of a sudden, Smythe's voice snaps me out of my trance.

"Please tell me you're joking," he says sternly.

"I'm sorry Mr. Smythe," Menken says, "I'm completely serious. We got a call from one of the employees of the plant. He said that Shocker gave them all 10 seconds to get out, and then started trashing the place."

"Did everyone get out?"

"They said that they believe so, but can't be sure."

Okay, that makes me feel a little bit better. At least I won't have to worry about any innocent laborers getting hurt. At this point, I finally speak up.

"What's the address of the plant," I ask quickly.

"9257, 54th ave," Menken says.

"Good," I say moving towards the office window, "Call the cops and have them come to the scene. If the last time we met is anything to go by, I'm going need some backup facing the Shocker."

"Already done, they should be there within minutes."

"And so will I," I say. At this point, I open the window, fire a web-line and proceed to swing away.

I try to swing as fast as I possibly can, but with the lack of skyscrapers on the east side, it's a little difficult. All I can think about while I'm on my way there is how I'm going to possibly take the Shocker down. I know more about him now, so maybe I can use that against him, or maybe appeal to his sense of humanity. Well, if he has any left that is.

Eventually, I see a building with the OsCorp logo on it. _This is it_, I think to myself, _Time for round 2_. I swing over to the building and cling onto the wall. I crawl around looking for a window. Upon locating one, I look inside only to find the Shocker blasting everything to pieces.

_I've got to move now_.

So, I jump off of the wall and fire two web-lines back at it. I then use the two web-lines as a slingshot to propel myself through the window, thoroughly breaking it and sending me flying into the building. The Shocker then turns around startled, obviously aware of my entrance.

"Well, well, if it isn't my old pal Spider-Man," he says sounding slightly cocky, but also a little maniacal at the same time.

"I don't really consider us friends yet, Shocker. Didn't anyone ever tell you not to take relationships too quickly?"

"Ah," he says "Still as much of a smart-allac as ever. Luckily for you, I'm in a good mood today, so maybe there's just a slight chance that I won't completely destroy you this time."

"Well, I wouldn't say the same luck applies to you," I quip, "Now, can I ask, is there any specific reason you've randomly decided to attack an OsCorp

plant like this?"

"I have my reasons Spider-Man," he says walking towards me, "If you're lucky, I'll let you live long enough to find out," he says and fires at me.

I jump out of the way just in time and cling to the adjacent wall, where I quickly fire a few web-pellets at him, catching him off guard. Based on his reaction, this angers him.

"Oh, so that's the way you want to play it, eh? Well, I have a little present for you too." At that moment, he fires one of his vibro-blasts at me, which I promptly jump out of the way of by clinging to the ceiling.

"You know, Shocks, I was thinking just maybe we could talk this out like men. What do ya say?"

"I don't know web-slinger; Kind of hard to do that when only one of us is a man," he quips while firing at me again.

"Woah," I quip while jumping out of the way, "Low self-esteem much?"

"Now that just doesn't even make sense web-slinger. Why would a man with ultimate power think poorly of himself?"

"You're asking the wrong guy, sparky."

"Well, then maybe I should go and ask a professional. After I take care of you of course," he says while firing at me again. Unfortunately, this one catches me by surprise and blasts me through the ceiling. Luckily for me, I fire two-web-lines at the roof and promptly propel myself back inside.

"Really think you can get rid of me that easily, Shocker? Well, here's a shock for _you_," I say while webbing a nearby piece of debris at him, which promptly knocks him in the head.

While he's distracted, I take the opportunity to run and land a few good punches on him. Unfortunately, I'm not fast enough, and he deflects my attacks by using his full-body vibration move, causing me to fly back a few feet. Just then, he picks up a stray piece of debris and chucks it at me, which I then proceed to grab with a web-line and throw it back at him, which would've worked had he not blasted the debris to pieces.

_Dang it_, I think to myself, _He's one step ahead of me every time. I've got to distract him long enough to get a few solid hits in on him_._ Otherwise, this'll end up just being Manhattan General v2._

However, while I'm busy thinking, Shocker takes the opportunity to pick up a few stray OsCorp weapons. One of which happens to be stun grenade, which he proceeds to throw at me.

"Why don't you stick around for a while Spider-Man," he quips while throwing the grenade at me.

"Really Shocker," I say while swinging out of the way, "Is that the best you got? No wonder you don't have any kid fans; no entertainment value."

"Oh, you want entertainment; I'll give you entertainment," he says and picks up a stray stun blaster, which he manages to knock me off of the wall with. I fall to the ground with a thud, groaning in pain as I do so.

Due to the blast from the stun gun, my limbs are stiff and my muscles are tired. I'm reacting slower than I would under normal conditions. Shocker, on the other hand, is perfectly fine. _This is not good_, I think to myself.

"What's wrong, web-slinger? Feeling a little tired?"

"What can I say, Shocker? Dealing with you takes a lot out of a guy."

"Well, why don't I help put you to sleep; _permanently!"_ Just after he says this, he fires a vibro-blast at me, knocking me out of the window and onto the outside street. On top of that, I land right in front of an on-coming car, which would've hit me had I not managed to crawl out of the way just in time. Shocker comes out of the building.

"Had enough yet, web-slinger?"

"I had enough of you before we even met," I quip back at him.

"All right, bug. Now you're really getting on my nerves. Looks like it's time to call the exterminator." As he says this, he pulls out a small handgun and aims it at me.

"Maybe my blasters can't destroy you as fast as it can other people, but not even you can survive a bullet to the head."

_He's right, I can't._

However, just as he prepares to fire, I feel myself begin to get feeling in my arms back. _Thank gosh_. This gives me the opportunity to web up the gun and yank it away from him.

And, just as he is about to fire at me, I do. I fire a web-pellet at the gun, clogging it up and startling Shocker.

"What," he screams in anger.

Just after that, I fire a web-line, connecting it with the gun, and yank it away from him. I pull it back to me, grab it, and smash it on the ground, effectively destroying it and rendering it useless.

"Sorry, Shocker," I say, "You know what they say. Spiders are eight-legged troublemakers."

"Errr…I'll give you trouble," he says clearly angry, and proceeds to fire another vibro-blast at me.

I manage to fire a web-line at a nearby building and swing away from the blast. However, before I can make another move, Shocker blasts the web-line and then me, sending me flying into the wall of a nearby building. However, I fortunately manage to cling on to it and get myself back in gear.

"What will it take for you to go down, you no good, low-life…" he screams, but I promptly cut him off.

"Now, now Shocker, watch the language. There are little children present," I quip, firing web-pellets at him continuously. A few manage to hit him in the head, but eventually, he gets fed up with it and fires at me again. I proceed to web-sling out of the way yet again, but as I do, I notice something.

Shocker's aiming at something, but it _isn't_ me. I look down and notice a little dog licking itself by a fire hydrant a little way down the street.

_He's going to fire at the dog; but, why?_

Before Shocker can give me time to figure it out, he fires a blast. Naturally, I swing over to the hydrant, and just as I manage to grab the dog, the blast reaches the fire hydrant and it bursts open, sending water everywhere, including onto my suit.

"Ha," he laughs, "You fell right for my trap web-slinger."

"What do you mean, Shocker? I'm still standing."

"Ha, funny, but that's not what I mean. Little science question for you, what happens when you wash and don't properly dry spandex?"

Oh no, I know where's going with this, and the moment I realize it, I mentally face palm myself. _It shrinks_. Way to go, Spidey, you have fallen right into Shocker's trap.

"Here," Shocker suddenly screams, "Let me help you dry off," and promptly fires at me.

I jump out of the way, but can already feel my suit tightening around me. No doubt I'm just going to have to let it tear, but honestly, my suit is the least of my worries right now. I've still got this megalomaniac to deal with.

I cling onto a nearby wall, fire a web-line at the displaced fire-hydrant, and chuck it at him. He promptly blasts it to pieces, but while he's busy doing that, I manage to web-up another piece of debris and chuck it at him as well. This time, it hits him square in the head, momentarily disorienting him.

I take this opportunity to swing down and land a kick to his jaw, which I am also successful in doing. Just as he's about to get up, I land a smashing right punch to his stomach, as well as a jab to his head.

Walking backwards, Shocker manages to get enough of a grip to fire at me again, which I dodge by ducking. Just as I'm about to hit him again, he tries to pull out the whole-body vibration thing, but I manage to back away before he can hit me.

"You really are a pest, aren't you Spider-Man?"

"I prefer the term _vermin_, personally, but whatever tickles your peach."

Just then, Shocker reaches down for his blaster gauntlets and turns up the power. _Oh great_, I think to myself, because the last time he did that he knocked me out cold. I can't let that happen again.

"Take this, you vermin," he quips while firing at me. Well, at least he listens to my preferences.

I luckily manage to jump out of the way and fire a few web-pellets at him. They manage to slow him down for a few seconds, but it's not long enough for me to do anything of worth. Before I know it, he's firing at me again. Unfortunately for me, he hits me with his blast, knocking me down onto the street below. Just as he is about to fire at me again, I fire web-balls at both of his gauntlet, rendering them temporarily useless just long enough for me to regain full use of my body.

Within a few seconds, he manages to get the webs off of his blasters and fire at me once more. This time, I deflect it by webbing up a stray piece of debris and throwing it in front of the blast. This buys me time to swing up and cling onto the wall of a nearby building. By getting farther away, there's less chance of him hitting me.

"Come down here and fight me, web-slinger," he shouts, "What, are you scared?"

"Who'd be scared of a guy in brightly colored tights?" _Oh wait…isn't that what I'm wearing?_ _Whoops_.

At this point, he's really starting to get angry, but just as he's about to fire at me again, we both hear a siren off in the distance. _Finally_, I think to myself, _the police_. _Now I get some backup_. I'd never admit it aloud, but I'm not sure I could've taken much more of this by myself.

The sirens are coming from both directions, and based on Shocker's reaction, I'm not the only who notices this. It almost looks like he's panicking.

"Oh, great," he says, "More company. Just what I need."

"Look, Shocks; it's over. You might as well just give up. You obviously can't beat me, so how do expect to beat me along with 20 cops?"

"Well, web-slinger, it appears you've underestimated me. I intend to do it like _this_." All of a sudden, he fires at me. I promptly jump from the wall, dodging the blast, but before I have a chance to make another move, he fires again, knocking me to the ground and disorienting me. Just as I move to get up, he comes over to me, picks me up, and delivers a few smashing punches to my head.

Now I'm really disoriented. My vision is blurred, my limbs feel like jelly, and I can't think straight. Just then, I hear what sounds like car-brakes. It can only be the police. Who says they're never around when you need them?

"Shocker," I hear one of them say, "Step away from Spider-Man and put your hands in the air. It's over; you're surrounded." All of a sudden, he lets go of me and walks over to the police, hands in the air. I, on the other hand, fall to the ground in shock and pain. However, I still manage to notice something odd about how Shocker's reacting.

_This isn't right_, I think to myself, _there's no way Shocker would just give up like this_. _What's he up to?_

Shocker walks in front of the polices, arms raised, but then all of a sudden, he drops them down to his sides and begins to speak.

"You know, is it okay if I keep my arms down like this," he asks.

"Why," responds one of the cops.

"Because," he states sounding slightly…evil, "Then I can do _this_," he states firmly.

All of a sudden, he fires at the ground, and the blast ends up propelling him up into the air like a rocket. He ultimately lands on the roof of the building I'm lying in front of. All of a sudden, he begins to shout,

"Sorry to spoil the fun, but I've really got to run," he says and fires at the police one last time before running off. Luckily, the police manage to dodge the blast.

Finally, I feel myself become able to move again. Right at this moment, I think to myself, _I can't let Shocker get away like this. I can't fight him now, but there is something else I can do._

Quickly, I latch onto the wall of the building in front of me and climb to the top. Upon reaching the roof, I spot Shocker running across the roof of a building down the street. I reach into my belt and pull out the Spider-tracer that Gwen and I built. I raise my arm, and using all of the strength I have left, I chuck it at him. _It must be my lucky day_, I think to myself, because it hits him square in the leg, sticking to the back of his thigh. Adding to the luck, he doesn't seem to notice.

_Go ahead and run Shocker_, I think, _because now I can follow you wherever you go_.

At this point, I web myself back down to the street below to confront the police. When I get down there, I see that they are trying to recover from the blast that Shocker fired at him. I walk over to who appears to be the Captain and he immediately notices my presence. Before I have a chance to speak, he begins to.

"Spider-Man," he says, "Just the man we've been looking for."

"Well, I am quite a catch," I quip.

"Funny, but now's not the time for jokes web-slinger," he says seriously, "We need you to come down to the station with us to answer a few questions."

"I don't know; I'm pretty busy. Can I take a rain-check?"

"I'm afraid not. Cuff him DeWolff," he says and a woman walks over to me, cuffs in hand. I web the cuffs out of her hand and snap them in half.

"Hey, come on Capt," I say, "Can't we just arrange for some other time? Or, just, not do it at all?"

"Listen, Spider-Man, I don't want to have to get hostile with you, but if you continue to refuse to cooperate, I'll have no choice but to do just that."

"Well then, maybe it's best if I just head on out," I say while a firing a web-line, intending to swing away. However, before I manage to get off of the ground, I feel a stab in my back, and then a surge of electricity being sent through my body.

I've just been tased.

Needless to say, it greatly disorients me, and I fall to the ground. I hear someone walk over to me, and then next thing I know, my arms are being cuffed behind my back. Afterwards, they load me into the backseat of a police car.

At that point…everything goes _**black**_...

* * *

**A/N: Well, that was one long fight. Hope it was at least moderately exciting for you. I'm not the best at writing action sequences, but this is my first fanfic . I'm trying to get better, though **** Hope the ending has got you intrigued enough to check out the next chapter, because I've got some pretty cool things planned for it. **

**Like always, please review. I encourage any and all feedback, positive or negative. Thanks for reading! **


	10. Chapter 10

**Disclaimer: I do not own any of the characters present in this story. All rights belong to Sony and Marvel.**

_Uhhhh..._

I feel my eyes flutter open, and the first thing I see is a black screen with what appear to be two cars seat behind it. I hear people talking...

"Are you sure we should've tased him," one voice asks, "I mean, wasn't that a little bit extreme?"

"We did what we had to do in order for him to cooperate," the other voice says more strictly.

All of a sudden, I remember everything that happened. Shocker attacking the manufacturing plant, our fight, him getting away, my encounter with the police; everything.

I try to move, but then realize that I'm fastened into my seat by not one, not two, but _four_ seatbelts, and my hands are cuffed behind my back. I could use my powers to break away, but then there's no doubt that I'd be on the NYPD's wanted list for evading capture. I already resisted arrest, so that's the probably not the wisest move I could make.

So, I simply sit back and enjoy my free ride in the police car. Not every day that I get to experience police officer-life first-hand, so I should be truly honored. At this moment, there's nothing I can possibly do but think, and boy do I do heck of a lot of that. My main concern right now is catching Shocker, but I also want to find out what motive he could've possibly had for attacking that plant. Was there something there that he believed to be a threat to him? Or, was it just a random act of sabotage?

While all of this is going on in my mind, there's something else causing me stress; Aunt May. I haven't even been back to the hospital since when she was first admitted. That has to easily make me the worst nephew ever. Granted, what I've been doing is important, but I still should make time to at least visit for 5 minutes. The last time I saw her she was in that damaged and trashed room. I really hope they moved her, but more to the point, I really hope that she's starting to recover. It's still my fault that she collapsed. If I would just give this whole "hero" act up, then she wouldn't have to stress.

The problem is though, I can't give it up. Like Uncle Ben said...

"_With great power, comes great responsibility_." But, there's still one problem though. Why is _this_ my responsibility? Why can't I just be some scientific experiment, or Olympic athlete? Those would be good things, too, so why can't I do them instead of consistently risking my life as a masked vigilante?

However, before I have time to figure that out, we pull into a parking lot, no doubt in front of the police station. Both police officers exit the vehicle, and one comes back and opens one of the back doors, pulling me out.

"Alright, Spider-Man," he says, "Just do what you're told and I promise, you won't get into any trouble for that little stunt you tried to pull back at the plant. Clear?"

I nod my head.

"Good, now come on inside. We need to have a little chat." He then proceeds to take me inside to the interrogation room.

_Let the fun begin..._

* * *

_Meanwhile, the Shocker has returned to his base of operations..._

"Well, didn't go exactly as I planned, but at least I still managed to destroy the factory. Phase 2 of my plan is now complete," he thinks to himself aloud.

"The problem is, though, I don't want to move into phase 3 without something to make it more...original per-se." Just then, an idea pops into his head, and he whips out a cell phone from his belt.

He decides he needs to call in someone to help him with his next crime. As such, he dials up an old friend...

"Hello," he says over the line, "I'm calling for Dmitri...is he there?"

"_Speaking_," the man says over the line.

"This is Herman Schultz."

"_The Shocker; what a nice surprise_."

"I need a favor."

"_Do tell_..."

"Do you still like to impersonate people as you did in college?"

"_I'm an acting major, Schultz. It's great practice for what I must do in my profession, so of course I do_."

"Good, there's someone I need you to impersonate..."

* * *

_Manhattan Police Station, Interrogation Room_:

The police officers walk me into a dark room with nothing but a lamp, a steel table, and a couple of chairs around it. It's got bleak gray walls and no carpeting. If I were an interior designer, I'd tear this room apart.

Once I'm seated, Capt. Carter and Sgt. DeWolff take a seat across from me, but not before removing my wrist cuffs and replacing them with ankle cuffs. After a few tense minutes of silence, Capt. Carter finally begins to speak.

"Listen, Spider-Man," he says, "We're not after you because you've done something wrong. Well, not that we can prove anyway..." I roll my eyes at that last statement. They can't see it through my mask though.

"We brought you here because you were present at the scene of the hospital kidnapping of Alistair Smythe. Since you were an on-sight witness, we need to know if there's any additional information that you could possibly tell us about the Shocker."

"I'd love to add to your little encyclopedia, but you know, I never heard the word please," I quip.

"Listen, kid," Carter says strictly, "We didn't bring you here just to joke around. We brought you here because you could be a valuable ally in the fight against the Shocker. Now, are you going to tell us what we need to know or not?"

"What makes you think I know anything at all?"

"Because you've fought him; twice. You have to have learned _something_ in that time."

"That doesn't mean I know anything. Now why don't you just unmask me and book me?"

"Because one, unmasking you is a violation of privacy. You haven't actually done anything wrong, so I am in no position to remove your mask. Plus, I'm sure there's a reason that you wear it. Two, no one said anything about booking you, but if you continue to be smart with me, I might do just that."

"Fine," I finally say, "I'll play along with your little game if you agree to one little favor."

Carter thinks it over for a moment, but finally responds after a few seconds.

"Fine, Spider-Man; what's the barter?"

"One, you take these ankle cuffs off of me. Contrary to popular belief, I'm not a threat." Carter complies and orders Sgt. DeWolff to un-cuff me, which she promptly does.

"Second, you help me take down the Shocker..." Before I can finish, he cuts me off.

"Based on that last fight, you're going to need all the help you can get if that's how it ends,"

"I wasn't finished," I say, "...But, you only fight when I tell you to."

"And why would we do that?"

"Because, if I've learned anything from my fights with Shocker, it's that the element of surprise is crucial."

Carter takes a minute or two to converse with Sgt. DeWolff about my offer. After a while, they turn back around to face me once again.

"Alright," he says, "We'll go along with your little game. But, if this little plan of yours fails, it won't be pretty."

"Yeah...that kind of goes without saying."

"Anyway, we've fulfilled our end of the deal, now it's time for you to fulfill yours."

"Huh...fine," I say, "I talked to Spencer Smythe earlier this morning. He told me a lot of key details about the Shocker."

"Like?"

"Well, for starters, he's a former employee of Smythe's."

"Ahhh...an ex-laborer. Does he have a name?"

"Herman Schultz." All of a sudden, Carter turns to DeWolff.

"Sgt, get me everything we have on Herman Schultz, right away."

"Yes sir, will do," she says. Carter turns back to me.

"Continue,"

"Schultz created the weapons he uses now as a military invention for OsCorp. Smythe rejected the idea, and Schulz went nuts."

"So, from what you're saying, we're dealing with a crazy former employee of Spencer Smythe's who is upset because his work was rejected?"

"That's the basic summary of it, yeah."

"Interesting." After he says this, the room is silent for a few minutes until Sgt. DeWolff re-enters the room.

"Here's the file, Captain."

"Thank you, Sgt," he says.

Carter opens the file and an intrigued look emerges on his face. However, he remains mute, leaving me to wonder what exactly is in Schultz's file that has got Capt. Carter so interested. Luckily, I don't have to wait long, as Carter soon begins to speak once more.

"Well, this is truly remarkable," he says. Finally, I speak up.

"What is," I ask.

"It seems this isn't the first time Schultz has been fired from a weapons manufacturing company. And, evidently, it's been for the same reason on every occasion."

This little revelation gets me thinking deeper into the situation.

"It says here that he was fired from Quest Aerospace in 2002 for delivering defective plans for a military drone. When they tested it, it went out of control and eventually exploded. Two people were injured but nothing serious."

"So," I ask, "This is the second time he's been fired for this sort of thing?"

"No, actually; it's the third."

"Wait," I say, "Do you mean to tell me that he's worked at three different weapons manufacturing companies and has been fired from all of them?"

"That is what I'm saying, indeed."

"Did no one look at his records?"

"That's not important right now, Spider-Man," Carter says, "It says here that he was also fired from Toomes Aerodynamics for creating a faulty flight propulsion system. When tested, the pilot was seriously injured with two broken bones and a few cracked ribs. He eventually recovered, but Schultz was fired and forced to pay for the pilot's medical bills."

"So," I ask, "this is the _third_ time he's been fired from a weapons company?"

"That's correct. This opens up a wide variety of possible motives that he might have for becoming the Shocker."

"The thing is, though, those inventions didn't work. His new one clearly _does_."

"True, but that doesn't detract from any sort of motive. I'd bet my career that he's acting this way out of anger."

"Well, no duh," I quip.

"I mean withheld anger. Anger that he's been holding for years upon years due to the multiple failures he's encountered within his lifetime. It seems to have all been bottled up for so long and is just now coming out."

"Man, sounds like this guy needs a therapist," I quip, attempting to lighten the mood.

"I'm not sure that would make much of an improvement," Carter says laughing slightly.

"So, then, I'm assuming our only other option is to put him away?"

"It's the only thing we can do right now. He's got so many charges against him at this point."

"Right," I say.

Carter then takes a few more minutes to look over Shocker's file while I mull things over in my head. If Carter's right about Shocker's motives then maybe I can appeal to some sense of humanity in him. If he's acting out of anger like Carter says, then maybe I can use that to my advantage. Anger is an emotion after all, and appealing to emotions can work in most situations.

However, this isn't your typical "situation". This is the Shocker I'm dealing with. So, I might need a back-up plan.

* * *

_OsCorp Tower_...

Spencer Smythe is on the phone with a possible client when all of a sudden someone walks into his office. However, it isn't just anyone. No...

It's Alistair Smythe. Needless to say, Spencer is both shocked and ecstatic, and runs up to hug his son.

"Alistair, my boy," he says tearing up, "I was so worried about you. The Shocker is a maniac. How on earth did you possibly escape from him?"

"Well, pa," he says, "It wasn't that complicated. I kind of just walked right out."

"Are you serious?" Spencer asks, and Alistair nods in response, "That's great. But, I honestly should've expected this. The Shocker's not the sharpest tool in the shed if you know what I mean."

"Oh, I know what you mean, pa.

"Oh, Alistair, I'm so happy you're safe."

"Me too Dad, but I'm honestly more glad that Shocker didn't do anything horrible to you."

"You don't have to worry about me, son. I can deal with punks like Shocker."

"Obviously; you are the Spencer Smythe."

"That's my boy."

"Now, I've got to ask you something."

"Anything, son."

"Well, I can't exactly ask it here, because you know, someone might hear us. Do you mind if we go out to my van?"

"Uhhh...sure," Spencer says, unsure of exactly what's going on. Nonetheless, he follows Alistair down the stairs to his van. Upon reaching it, the conversation takes a bit of a twist.

"Okay, dad, so I need you to look at the trunk of my van. I think Shocker did something to it."

"I didn't know he took your van, son."

"Well...he, uh, kinda went to my house and brought it to his place. I don't know why exactly, but he did. So, can you look at it and make sure he didn't booby-trap it or something?"

Initially, Spencer is unsure of the situation. He is sensing something...off about his son. However, he decides to not harp on it too much, shrugging it off as PTSD. So, he complies and opens the doors of the van. Upon looking inside, he sees nothing but a note. It reads...

_Thanks for the help..._

Before Spencer can ask Alistair what is going on, someone knocks him in the head from behind, disorienting him. After a second or two, they deliver a few more slams and Spencer is rendered unconscious. The person who attacked him turns around to Alistair, but in reality, Alistair is not really who seems to be. At this point, "Alistair" begins to speak.

"Good work, Shocker," he says, "You knocked the man out cold."

"Why thank you, Dmitri," he says, referring to "Alistair"," Now, I think you can lose that horrible disguise. Just the sight of a Smythe face, even if it's just a mask, sickens me."

Alistair/Dmitri then proceeds to seemingly pull off his own face, revealing that the face of Alistair Smythe was nothing but a mask. He is not really Alistair Smythe, but instead, he is a master of disguise who calls himself _The Chameleon_.

Chameleon and Shocker then proceed to throw the body of Spencer Smythe into the back of their van. Upon doing so, they enter the van, start it up, and head back to Shocker's base of operations on the Upper East Side.

Their plan is moving along...

* * *

_Manhattan Police Station..._

"So Spider-Man," Capt. Carter asks, "Anything else you can tell us about the Shocker?"

"Nothing else that I haven't already told you," I say in response.

"Well then, we should start to formulate a plan. Even if we don't currently know where Shocker is, we'll need a tactical assault plan for when we do find him."

When Capt. Carter says this, I remember that there is in fact one crucial piece of information that I haven't told them about; the Spider-tracer I stuck on Shocker's back.

"Actually Capt," I say quickly, "There is one more piece of information I have."

"Oh, and what's that," he asks.

"We _do_ know where Shocker is." Carter looks at me confused.

"What do you mean? No one knows where he is."

"Yeah, well, I stuck a Spider-tracer on his back while he was running away after our last fight. I can track his every move, no exceptions." Carter confused look has now turned into an intrigued look.

"Really, Spider-Man? How do you do that, exactly?"

"I have a GPS in the tracer that I've synced up to my OsPhone. It can keep track of him anywhere on the planet."

"You're a genius, Spider-Man. I told everyone else around here you weren't all bad."

"Uhhh...thanks," I say, unsure of how to respond.

"Can you track him now?"

"Sure can. Just let me whip out my OsPhone and..." Before I can finish, the door to the interrogation room we're in bursts open and a detective walks in.

"Detective Lee, what is it," Carter asks, and she quickly responds.

"Sir, Spencer Smythe has gone missing."

...

**A/N: Well folks, there you have Chapter 10. I hope it was enough to keep you entertained. I know that there wasn't much action in this chapter apart from the kidnapping scene, but hopefully the plot development was good enough to satisfy any need for excitement you may have. I decided to give a little bit more back-story on Shocker as well in order to explain why he is the way he is. Oh, and how did you all like the Chameleon's introduction?**

**Speaking of the Chameleon, I think it might be wise for me to explain the back-story between him and Shocker. I touched on it briefly, but I feel like I should explain it further. Chameleon and Shocker were roommates during their college years. Chameleon was an acting major who loved to make costumes of other people in order to impersonate them. Shocker majored in business, but eventually went on to manufacture weapons for various companies. They grew apart over the years, but still kept in touch every now and again, leading us to the events of this chapter. Keep in mind this is only for this universe, and this doesn't hold true anywhere else.**

**Like always, please review. This is my first fanfic, so I'd love some feedback so I know how I'm doing. So, reviews and comments are welcome as always. Thanks for reading :)**


	11. Chapter 11

**Disclaimer: I do not own any of the characters present in this story. All rights belong to Sony and Marvel.**

_Shocker's warehouse…_

A disoriented Spencer Smythe finally begins to wake up. Upon doing so, he looks around at his surroundings, unsure of where he is or how he got there. The last thing he remembers is helping his son with his van, but can't remember anything after that.

Upon looking around, he realizes that he is in a single room alone. The room can't be larger than a broom closet, and is comprised mainly of wood. No paint, no paneling, nothing. He doesn't know where he is; all he knows is that he is in a secluded room all alone.

However, just as he thinks this, the door to the room opens and a person enters. That person is the Shocker.

"Comfortable, Mr. Smythe," he asks. Spencer doesn't answer, but instead asks another question.

"Schultz," he says, "What is this?"

"This, Mr. Smythe, is what happens when someone tries to cross me."

"Where is my son?"

"Here with me, as he has been for days."

"What...but, he escaped..." Spencer attempts to continue, but Shocker cuts him off.

"That, Mr. Smythe, is where you are wrong."

"What do you mean? I saw my son with my own two eyes. I spoke with him."

Just then, Alistair Smythe, or at least a figure resembling him, walks into the room.

"Mr. Smythe," Shocker says, "I would like you to meet my associate..." As Shocker speaks, the Alistair Smythe imposter pulls off his mask.

"...the Chameleon." Smythe is stunned at this revelation.

"So," he asks, "this is the man who visited me; not my son?"

"Ahhh...Smythe; wise as ever."

"But, why?"

"Well, we had to lure you into our trap somehow."

"What do you want with me, Schultz?"

"Oh...just to show you the kind of pain I felt when you rejected me and my work, and when you called me a crazy, crackpot scientist. I intend to make you feel as badly as I felt, and then some..."

"Schultz, I was right about you along," Smythe says, "You're flat-out insane."

"Maybe, Mr. Smythe, but, I'm also the one with a plan that's about to come full-circle."

"You're a crackpot, Schultz." Smythe yells. Just as he says that, Shocker punches him in the face, causing him to fall to the ground.

"Stop calling me that," Shocker yells, "My name is the _Shocker_!"

A startled and confused Spencer Smythe struggles to get back up, but before he can, Shocker delivers another smashing kick to his stomach, knocking him down to the ground, groaning in pain as he falls.

"Enjoy your time in here, Smythe," Shocker says evilly.

Shocker and Chameleon then proceed to walk out of the room, leaving an injured Smythe alone in his room.

* * *

_Manhattan Police Station…_

"What do you mean Spencer Smythe is missing," Capt. Carter asks forcefully.

"I mean, he was seen being beaten and loaded into a van," Det. Lee says.

"So, he's gone?"

"I'm afraid so, Capt."

At this point, Capt. Carter is fuming with anger, and I can't really blame him. Once again, the Shocker has beaten us all to the punch. While we were sitting here planning, Shocker was moving, and pretty fast. Finally, I decide to speak up, as I figure the more time we waste being frustrated, the more time Shocker has to move along with whatever plans he may have.

"Thank you for the info, Detective Lee," I say, "We'll take it from here." As I say this, she nods and exits the room. Meanwhile, Capt. Carter is looking at me quizzically.

"Spider-Man, what are you doing," he asks.

"Look, the more time we waste dwelling on our failure to protect Smythe, the more time we give Shocker to hurt him. So, instead of sitting around here moping, let's do something about it."

"Right," Carter says, "You're right Spider-Man. What was it you were saying earlier?"

"I hit Shocker with a Spider-tracer earlier; we can use it to track him wherever he goes."

"Brilliant Spider-Man," Carter says enthusiastically, "Let's get to it."

So, I pull out my cell-phone and open up the tracer. The GPS begins to hone in on the signal, and after about a minute or so, we've found him.

"There," I say once the GPS certifies the location.

"What does the address say?"

"1922 Lieber ave; It's on the Upper East Side."

"Good," Carter says and turns to Sgt. DeWolff, "Sgt, mobilize all forces across the city to 1922 Lieber ave; we're going to need all the help we can get."

Meanwhile, I step aside to put my phone back into my belt and refill my web-shooters with fresh caplets. _Boy_, I think to myself, _it sure is a good thing I thought to bring a couple of spares of these._"

"Sir," Sgt. DeWolff says, "The forces are preparing to mobilize. They should be ready within 10 minutes."

"Make it five," Carter says, "We can't afford to waste any time." DeWolff nods and rushes to give the order.

"You ready, Spider-Man," Carter asks me.

"As ready as I'll ever be," I respond back.

"Don't worry; this time, you'll have us by your side. It's not going to be an easy fight, but ultimately, it'll be worth it. The Shocker will finally be out of all of our hair." I don't speak, choosing to simply nod my head in response.

The truth is, I'm not sure what I feel going into this battle. I'm feeling almost every emotion at the same time. Anxiety because I know how powerful and tough he is. Anger because he hurt Gwen and the Smythes. Fear because he really is a threat to me and to the police force; not to mention, the whole city.

I want to believe Capt. Carter; I really do. I just don't want to get my hopes up, because like every other battle; there's a chance I may not come back. However, with this particular one, I feel that the chance of that happening is much higher. I don't why, I just do.

Sgt. DeWolff re-enters the room without speaking, simply nodding at the Capt. that it's time to go. As such, he and I quickly exit the building and he heads out to his police cruiser, while I climb the wall of the police station to the roof. I fire my first web-line and take off towards Shocker's warehouse; the police cruisers are following behind me. Since we agreed that I would take the lead in this fight, it's only typical that I take lead in the journey there.

_This is it_, I think to myself, _It's now or never_.

* * *

_1922 Lieber Ave_.

Spencer Smythe is sitting alone in his "prison cell" of a room when suddenly the door opens and the Chameleon enters.

"What do you want," Smythe asks forcefully.

"It's time, Mr. Smythe," Chameleon says.

"Time for what?"

"Time for Shocker to even the score."

Upon saying this, Chameleon picks Spencer up off of the ground and proceeds to force him out of the room. He leads him to a large room, which Smythe can only assume to be the main room of the building. Upon entering the room, Smythe notices something about the interior. There are stains all over the wall, and based upon the equipment that is present, it leads him to figure out where exactly he is being held.

_Now I know where I am_, Smythe thinks to himself, _this is an old abandoned OsCorp warehouse. It was abandoned after an acid leak in the 90s_.

"Move it," Chameleon says forcefully, pushing Smythe forward.

After another minute of walking, Smythe and Chameleon finally find Shocker, but he is not alone. Alistair Smythe is also there, tied to a chair. Upon noticing their entrance, Shocker speaks.

"Welcome, Mr. Smythe. So glad you could make it."

"Not like I exactly had a choice."

"Nonetheless, it's great to see you again."

"Yeah, great for you."

"Ha, how right you are, because I'll be honest, you're not going to like what's about to happen."

"I didn't imagine that I would."

After he says this, Shocker orders Chameleon to tie Spencer up as he has done to his son. Upon completion of this task, Chameleon walks over next to Shocker, and Shocker begins to speak again.

"Are you ready, Smythe?"

"Ready for what?"

"Oh…you'll see."

"Listen, Shocker," Smythe speaks up, "I'm…I'm sorry." This statement shocks both Shocker as well as Alistair Smythe. Spencer Smythe _never_ apologizes.

"What was that, Smythe," Shocker asks.

"I'm sorry…You were right. You're invention really is a great idea. Look at what it's done: the hospital, the manufacturing plant, Spider-Man, the police. Everything proved what power your gauntlets really have. They really are a one of a kind invention."

Smythe may be saying this, but it doesn't mean he means it. He simply intends to play with Shocker's emotions, as well as any sort of humanity that he may have left in him.

"Well, Mr. Smythe," Shocker says, "That's kind of you to say. However, it does not make up for the damage that has been done. As such, your punishment shall remain at the level I originally planned for."

_Drat_, Smythe thinks to himself.

Shocker then turns to Alistair Smythe and begins to speak.

"Dr. Smythe," he says, "You're pretty experienced in the medical field, correct?"

"Y…yes," Dr. Smythe says hesitantly.

"So, what could the repercussions be from multiple blasts of highly concentrated vibrations?"

"Y…you mean you don't know?"

"Oh, I know. I just want to make sure _you_ do."

"Well, it would do quite a bit of damage to the individual."

"Correct, Dr. Smythe." Shocker says, grinning beneath his mask.

Shocker then walks a few feet away and then turns back around, facing Dr. Smythe once more. He raises his arms until they're parallel to the ground. At this point, Spencer Smythe realizes what Shocker is going to do and instantly panics.

_Oh no_, he thinks to himself, _He wouldn't_.

However, just as Smythe thinks this, Shocker fires a blast at the young doctor, breaking the chair he is tied to and sending him flying back…

* * *

I'm swinging as fast as I can, but I can only move so quickly. The Manhattan police station is at least a 20 minute trip from the Upper East Side. Plus, I don't even know where Lieber ave is, so I have to use my phone as my GPS in order to get me there. I know I have to move as fast as possible; the Smythes' lives could depend on it.

While I swing there, my phone alerts me that I have three missed calls and two voicemails. However, I don't have the chance to check them. I really hope it wasn't anybody important. The first place I think of that might call me is the hospital. What if something's wrong with Aunt May? I couldn't stand it if something was wrong and I couldn't be there with her.

I hear the sirens of the police cruisers behind me and am snapped out of my trance. I have to focus on the task at hand; taking down the Shocker. I can't afford to be off my game. Shocker is the most dangerous enemy I've ever faced; more dangerous than the Lizard. I have to be 100% focused if I want to have even a chance of beating him.

After a little while more of web-slinging, we finally hit the Upper East Side, which means that the Shocker's base is not far. I swing down and tell Capt. Carter to have all of the cruisers turn off their sirens. One key element in beating Shocker will be the element of surprise. I don't want to risk spoiling it. So, after a few more silent minutes, we finally reach an abandoned OsCorp warehouse. Capt. Carter exits his cruiser and speaks to me.

"Spider-Man," he says, "Are we still going with the same plan?"

"Yes," I say, "I'll go in first, and then after 20 minutes you guys come in. Best case scenario, Shocker will be a synch to stop, but worst-case scenario; it'll take all of us to take him down."

"And, you're sure this'll work?"

"N…not really, but I'm hopeful."

The Capt. lets out a sigh, obviously one of anxiety. I can tell he's just as anxious as I am about this fight, but the difference is, he doesn't have a mask covering his facial expressions.

"Alright Spider-Man," he says, "I really hope you're right about this."

"Me too, Capt," I say.

"Now go," he orders.

As he says this, I run up to the building and cling to the front wall. I crawl up and around looking for an open window. If I can, I would like to enter as quietly as possible. Unfortunately for me, that doesn't seem to be an option. Shocker's got this place locked up tight. Looks like he is smarter than I gave him credit for.

As such, this leaves me only one option. I crawl over to the nearest window and get on top of it. I then jump back off and fire two web-lines at it to use as a slingshot. After a few seconds, I propel myself through the window and into the building. Upon entrance, I prepare myself for an attack, but nothing comes.

No one's around.

I know Shocker's here, because the tracer is giving off the signal. It's lead to me to this exact building. He's got to be here. Just then, I hear a noise coming from the west side of the building. It sounds like someone screaming. _Bingo_.

I cling onto the wall next to me and climb up to the ceiling, clinging to it upon reach. I crawl towards the source of the noise, and while doing so, mentally prepare myself for the upcoming battle. After a minute or so, I come to a large room, which I can only assume to be the main room of the warehouse. Upon doing so, I look down and see four figures below. One is sitting down, one is lying on the ground, and two are standing. Upon further investigation, I realize who they are.

One is the Shocker, two of them are the Smythes, and one is a guy with either a plain white head, or just _really_ pale skin. The figure sitting down is Spencer Smythe, and the figure lying on the ground is Alistair. It looks like he's in pain, but I can't quite tell. Suddenly, the Shocker starts to speak.

"How does it feel, Mr. Smythe," he asks, "to know that your son is paying the price for your mistakes, and you're witnessing it."

"Schultz, please," Spencer pleads, "Stop this madness."

"I'd love to, Smythe. Unfortunately, it's poetic justice that I continue."

"This isn't how you should deal with your pain. If you let us both go, we can get you help, and then maybe you can get a job somewhere, or sell those blasters of yours. You'd easily make a fortune off of them."

"True, Mr. Smythe. Unfortunately, my blasters are mine and mine only. So, they're not for sale."

As he says this, he turns back towards Alistair Smythe and raises his arms parallel to the ground.

_Oh no, he's going to blast him._

Before I can react, my theory is proven true, and Shocker fires. I act quickly and web up a stray piece of debris, which I can only assume is left over from a previous blast, and throw it in front of the young doctor, protecting him and deflecting the blast.

"What the heck," a confused and angry Shocker screams, "How did that happen?"

At this point, I decide to reveal myself and make my move. I jump off the ceiling, firing a web-line back at it as I do so. I swing down towards Shocker, and once I'm close enough to him, I kick my legs out and strike him in the head before I land on my two feet. I turn back around to face the Shocker, and just as I do so, he turns around to face me.

"Spider-Man," he shouts.

"Nice to see you too, Sparky," I quip.

Before I can do anything else, he fires a blast at me, which I dodge and respond to by firing multiple web-pellets at him, hitting him in the stomach and head. I cling onto the adjacent wall, and Shocker begins to speak again.

"I don't know how you found me," he says, "But since I'm in the mood, I'll take out you _and_ the Smythes. It's a bonus day."

"Shocker," I say gently, "Listen; this isn't the way to behave. I get it; you're upset about being fired. You feel like no one appreciates you. You feel like a failure…" Before I can continue, Shocker cuts me off.

"What are you doing, wall-crawler?"

"Trying to get you to stop and think about what you're doing."

"I have thought about what I'm doing; it's right."

"No, it isn't," I say, "I know you feel like a failure…"

"That's a lie," he says, cutting me off once more, "I'm a success! Have you not seen what my invention can do?"

"I have seen," I say, "And that's what I'm saying. You feel like a failure, but that doesn't mean you are. Feelings are not facts."

"Obviously," he quips.

"Maybe if you stop all of this and let everyone go, we can get the charges against you reduced. We can get you help. No one should behave this way, and maybe with a little counseling, we can help you work out your issues and finally be happy with your life."

"Listen, web-slinger, I'm not interested in getting help or going to a counselor. I don't need that to be happy. Evening the score is what will make me happy, and I intend to do it." Just as he says this, he turns to Alistair Smythe and fires at him.

Reacting without thinking, I jump in front of the blast, taking the full brunt of it. It knocks me back into the wall behind Dr. Smythe, but it doesn't take long for me to get back up. Once I do, I fire two web-balls at Shocker's gauntlets, covering them both in webbing. However, before I can make a move, someone grabs me from behind and throws me back towards the wall.

I look back at my attacker; Mr. Whitehead himself. He attempts to hit me again, but I dodge all of his attempts and deliver a smashing jab to his face. I jump over him and run back towards Shocker, but I'm too late. He's managed to get free of the webbing and proceeds to fire at me, knocking me back towards White-guy, who proceeds to grab hold of me and hold me up.

"Spider-Man," Shocker says, "I'd like to introduce you to my friend, the Chameleon. He's my associate and partner."

"So, how long have you two been together? Will I be invited to the wedding," I quip.

However, unlucky for me, Shocker doesn't think this is very funny and punches me in the gut.

"Hold him Chameleon," he orders, "I'll do the damage."

If I weren't disoriented by the earlier blast and now punch to the gut, I'd be able to break away. But right now, Shocker and Chameleon have me weak. Shocker delivers a few more jabs to my guts, coupled with a few kicks. He then decides to go for my head, deciding on a few smashing punches to knock me out. Fortunately, my Spider-strength keeps me from passing out.

Just then, Shocker backs up and raises his arms.

"One more close-range blast should finish you off, bug."

…

**A/N: There you have it everyone, the penultimate chapter. I hope you enjoyed reading it as much as I enjoyed writing it. Next chapter's the final battle, so prepare yourselves. As always, please leave reviews and feedback. Thanks for reading **


	12. Chapter 12

**Disclaimer: I do not own any of the characters present in this story. All rights belong to Sony and Marvel.**

"_One more close-range blast should finish you off, bug."_

My muscles are stiff, my vision is blurry, and I'm dizzy. Shocker, on the other hand, is in tip-top shape. Obviously, the odds are not in my favor right now.

Shocker is charging up his blast, so I have to react quickly. Acting on part-reflex and part-instinct, I fire a web-ball at Shocker's eyes, rendering him temporarily blind. Based on his reaction, it works.

"Ahhh," he screams, "what is this?"

Luckily for me, while Shocker is struggling, I manage to get my body to respond to my commands again. As such, I break away from the Chameleon's grip and punch him in the face, knocking him backwards. I then turn around to face Shocker once more, only to see that he has successfully removed the webbing from his eyes.

"You will pay for that you insolent fiend," he shouts in anger.

"Language, sir. That kind of stuff hurts feelings," I quip while firing web-balls at him, which he promptly deflects with his gauntlets.

At this point, Shocker fires again, only this time, I manage to swing out of the way of the blast and cling to an adjacent wall. I proceed to fire a web-line at Shocker, which hits the back of his vest.

"Time to throw out the trash," I say and yank him across the room, right into the Chameleon.

Shocker eventually manages to stand back up and fire at me again, but he misses thanks to my Spider-reflexes and agility. I jump back down to the ground, but upon doing so; I see a blast of liquid being launched at me, which I promptly dodge.

I look over and see the source of the blast; Chameleon with some sort of blaster I do not recognize. It has the OsCorp logo on it, so it's probably come from this very warehouse. He fires at me again, and while I jump out of the way, he does manage to hit me on my right shoulder, burning both my suit and skin.

_Yeeeeeouchhhhhh_...

I fire a web-line at the ceiling and swing back over to the two criminals, but before I can do anything, both fire their respective weapons at me at once. I just manage to dodge the Chameleon's blast, but in terms of Shocker's, I'm not so lucky. I fly backwards against the opposite wall, groaning in pain as I do so.

"Well, well bug," Shocker says, "Not so tough now that you're facing two super-criminals at once, are ya?"

"I don't know; I don't see any super-criminals here. I'll have to get back to you on that."

"Errr...you just wait, vermin," he shouts while firing at me angrily.

I manage to deflect the blast by webbing a stray piece of debris in front of me, but it doesn't help me against the Chameleon's direct offensive approach. He's running towards me with two knives in hand and starts swinging them at me. He attempts to stab me multiple times, but is never successful. However, he does manage to get in some pretty decent slashes to my abdomen, ripping my suit and cutting my skin open.

Eventually, I get tired of playing games with him and promptly attach to the adjacent wall and climb to the ceiling. However, the Shocker is one step ahead of me, and fires at me on the ceiling, knocking me down to the ground. However, before I hit, I fire a web-line back at the ceiling and propel myself towards Shocker, letting go of the web as I do so.

"Comin' in hot," I yell, and before Shocker can react, I fly right into him, knocking him to the ground.

As I move to get up, I feel a tingle in the back of my skull; my spider-sense. I turn around, and there's the Chameleon with a hand-gun. He fires a few bullets at me, which I dodge with my reflexes, and promptly fire a web-ball at the gun. However, Chameleon shoots a bullet through it, disintegrating it, causing me to have to take a more direct offensive approach.

I web myself up to the ceiling and fire two web-lines down at debris on the ground. I manage to propel them down towards the Chameleon at top speed, but it's useless. Chameleon starts to fire at me again, and before I can react quickly enough, he manages to shoot me in the leg.

I fall to the ground in great pain, grasping my leg as I do so. The last time I got shot was the night that I fought the Lizard, and it hurts just as badly now as did back then. I see Shocker and Chameleon walking over to me, but my leg is in too much pain to allow me to do much of anything. My vision is also starting to blur. _Oh, boy_, I think to myself, _now what do I do?_

"Well, Spider-Man," Shocker says, "I hope you've had an enjoyable time with us."

"Are you kidding me? There wasn't even a fun-house here."

"This is a fun house," he retorts, "For _us_!"

Just as he says this, he blasts me back through the wall and onto the street outside. I fly back into a police cruiser, obviously meant to be surrounding the building. Shocker and Chameleon both walk out and see the brigade of police vehicles and officers, and as they do, all officers raise their weapons and prepare to fire if necessary.

"What is this," Shocker asks.

"You see, Shocker," I say, "This is what happens when someone crosses _the law_."

Just then, Shocker raises his arms like he is about to fire. Only, he doesn't. He just sort of stands there ready to fire at any moment, as does the brigade of Police officers.

_Well_, I think to myself, _this_ _is a Mexican stand-off if I've ever seen one_.

Eventually, Shocker is the first one to fire, taking out a police car with his blast. The officers then proceed to open fire on the two criminals, but none of their bullets manage to hit them. The two proceed to retreat back into the warehouse, most likely to formulate a plan of action.

"DeWolff, lead half of the squad in there after them. The rest of you; stay here. We don't want to be completely powerless incase those two might try to escape via a secret exit."

"Yes sir," says all of the force in unison. With that, half of the squad takes off inside while the other half remains outside. Just as I am about to follow them inside, Capt. Carter stops me.

"Spider-Man, stop," he says.

"Capt," I say, "I need to go in there with the others."

"Not with that leg of yours. I can see the bullet; you've been shot."

"Yeah, but it's not the first time either. Trust me, I'll be fine."

"Well, even so, we need to talk."

"Are you serious? What do we have to talk about, and why now of all times?"

"Who was the white-headed man who came out of the warehouse with Shocker?"

"His name's the Chameleon, he's a master of disguise, blah, blah, blah. Now, if you'll excuse, I have a squad to go and aid."

Capt. Carter tries to protest, but I manage to run into the warehouse before he can stop me. I web myself up to the ceiling to avoid detection and search for the rest of the squad. After a little while of searching, I find them moving slowly, ducked down for cover. Obviously, they haven't found the two criminals yet. So, I continue to follow them from the ceiling.

Eventually, we find two figures tied to chairs; it's obvious that they are the Smythes. The strange thing is, they're out in the open like this, but Shocker and Chameleon are nowhere to be found.

It's got to be a trap.

A few of the officers walk closer to the two captive men. Upon reaching them, they look around to make sure that they are safe. Both Smythes are unconscious at the moment, so the men are very careful. Just as one of the officers moves to untie Spencer Smythe, my theory is proven correct.

Out of a dark corner, Shocker manages to fire a blast at the officers, knocking them both away and across the room. Chameleon then emerges from the opposite side and starts spraying acid at the officers. A few are hit, but most dodge. However, the ones who were not hit are then blasted down by the Shocker's force.

I swing down from the ceiling and kick Shocker in the face, promptly landing on my two feet after doing so. I turn around to the Chameleon and promptly fire a web-ball at his acid-blaster, clogging it up. However, before I can make another move, I am hit in the back by a blast from the Shocker.

_Wow_, I think to myself, _even with the help of the cops, fighting two supervillians at once really does suck._

I fall to the ground in pain, and right in front of the Chameleon no less. _Think fast, Spidey._

At this moment, I do a swipe kick and knock the Chameleon's legs out from under him. However, just at that moment, Shocker fires a blast at me, which I manage to dodge. Because the Chameleon was directly behind me, Shocker hit him instead. Lucky for me, it seems to put the Chameleon out of commission, at least for a while.

"Uhhhh…Shocker, Chameleons don't think very fast? How did you expect him to dodge that," I quip.

"You insignificant dick; that shot was meant for you. But, I don't need the Chameleon to fight you. I've beaten you before, and I'll do it again, even with your little brigade of cops with you."

"Shocker, anyone ever tell you you're a great guy?"

"Yeah…" He begins to say, but I cut him off.

"Your mom doesn't count," I quip.

"ME," And, with that, he fires a blast at me again. I manage to dodge it and fire a web-line at the ceiling, leading me to swing around the room.

"Come on, Shocker. Don't tell me you're afraid of a guy in red-and-blue tights?"

"Oh…I'm not afraid of nothing; not you, and not the cops."

Just as he says this, I notice something about the Shocker…it's almost like he's shaking. Is he scared of us? Is he lying to me? Or…is it something else? I wonder.

"Really, then why are you shaking your little gauntlets off?"

"Duh…_vibro_-blasters."

Maybe, but that never happened before. Something's going on with him.

"You know what," he suddenly screams, "I don't have time for this. With my tech, I can rule the city."

"Please, the moment you walk out of here you'll be booked by the fashion police. Stacy London would be ashamed."

At this point, he fires, but not at me; at the officers in the room. Many of them are hit and blown back against the wall. About 3/4 of them get back up, but about 1/4 stay down, injured. Just as I'm about to run over and help, I'm shot in the back and more officers are shot at.

As I try to recover, I notice Shocker is messing with his gauntlets, no doubt turning the power up again. Once he's done so, he fires a blast at a group of officers, knocking them all to the ground. None of them get back up.

"Heh…See Spider-Man? No one can stop me, not even you," he shouts while firing at me. I jump out of the way and fire a web-ball at one his gauntlets, but he uses the other one to knock me back a good 10 yards.

At this point, I look over and Shocker is shaking more than ever. That tears it, there's got to be something wrong with that suit. I've just got to figure out what it is.

Before I can make another move, Shocker blasts another hole in the wall and runs outside. I quickly get up to follow him, but when I do, I notice that not a single other officer does. They're all down for the count. Just then, I hear commotion outside, and run to see Shocker firing at all of the police cruisers, destroying a good few of them and damaging the rest.

Luckily, all of the officers managed to get out of the way of the blast and are now firing at him. However, Shocker fires back after a little while, knocking out about a third of the police force. The rest begin to quickly retreat to another side of the building to regroup and formulate a plan.

I run with the group, managing to find Capt. Carter in all of the organized chaos.

"Capt," I say, "Everyone inside the building is down. The Shocker's kicking our asses."

"You think I can't tell? The guy just took out a third of my force and destroyed every car we brought; all with two blasts."

"So, what do we do?"

"You tell me, kid. You're the one who's fought him before. What's his weakness?"

I take a second to internalize what he's just said and think about it. He's right; I have fought him before, and not only that, I'm the only one here who has. After I realize this, I speak up.

"I have an idea, but it's risky."

"Anything, web-head. All I want is this guy taken down."

'I've noticed that Shocker's shaking in own skintight suit. I haven't deciphered why, but if we can figure it out, I have a feeling we can stop Shocker."

"Noted. Let's get to it."

Just then, Shocker turns up from around the corner and fires at the force. Luckily, not too many of them are affected. I fire a few web-balls at him and manage to hit him in the stomach. Just then, the police begin to fire at him, all of which manage to hit him. Somehow though, they are having no effect.

"Ha," he suddenly says, "Do you really think I would be that naïve? I'm a wearing a bullet-proof vest under my vibro-suit. Your weapons are useless."

_Wonderful_

Shocker then fires again, and manages to knock out a good third of our troops. Before I can react, I see an officer quickly stand-up and begin to shout.

"That's it you, I'm done playing games. You're going down," he says and quickly pulls out a knife. Before I can protest, he runs up towards Shocker, obviously intending to slash or stab him to death.

Shocker raises his arms and fires at the officer. Acting on instinct, I jump and knock the cop out of the way, but as I do, he throws his knife at Shocker, managing to rip his suit just so slightly as he does.

After we hit the ground, I look up at Shocker and notice something peculiar…He's shaking even more. That's when it finally comes to me.

The more his suit is damaged, coupled with the amount of blasts he fires, will ultimately cause more and more shaking. If I'm right, then eventually, he'll do more than just shake…

Before I can mull it over further, Shocker fires again at me, which both I and the officer dodge. I fire at web-line at the adjacent wall and swing towards him, all the while dodging another blast. I manage to land a punch to his head, taking care to use my hands to rip part of his suit in the process. At that moment, he shakes more.

"Wow, Shocks; Never knew a supervillian who could be as much of a loser as you. That deserves a medal." This little quip makes him extra angry.

"Shut it, shut it, SHUT IT," he shouts and fires back at me. I jump out of the way, but the blast hits the remaining standing police officers. I notice this, and mentally face-palm myself._ It would've been less of a loss had I just taken that blast._

I look around at the wounded officers and realize that I'm all alone in this fight now. It's just me and Shocker.

"You know what," he says suddenly, "Forget this. I've got more power than all of you combined. Therefore, I should show the world just how dangerous I am." Just after he says this, he takes off around the corner, out of my sight.

I run after him, but before I can manage to catch up with him, I find him starting up a motorcycle. I attempt to stop him from riding away, but it is to no avail. He takes off towards the city.

_Oh great…_

**A/N: Okay, this was originally going to be a one-chapter battle, but then I got the idea of the mid-city battle and decided to extend it. Please don't hate me. **

**Speaking of emotions, please leave yours (regarding this chapter of course) in the lovely little review section. But, seriously, please review. Next chapter will be up soon. Thanks for reading!**


	13. Chapter 13

**A/N: The second horizontal line is not a change in POV, but rather a time-jump. The first is same as it usually is.**

**Disclaimer: I do not own any of the characters present in this story. All rights belong to Sony and Marvel. **

While Spider-Man chases after the Shocker, a worried Gwen Stacy watches the TV in hopes of the news updating her on his status.

"_This is breaking news_," says a reporter on the TV.

_Finally_, Gwen thinks to herself.

"_The massive fight, or what appeared to have been one, that was taking place at 1922 Lieber Ave, the old OsCorp Manufacturing plant, has now gone silent. However, at this time we can definitively give the all-clear until we have heard a confirmation from the police."_

Suddenly, Gwen's mother walks into the room.

"Gwen, are you okay dear?"

"Huh," Gwen says startled and mutes the TV, "Oh yeah, mom, I'm fine."

"You've been glued to the news report all afternoon. This is the third time this month. What's got you suddenly so interested in local events?"

"I'm...I'm not. There's just nothing else on," Gwen says trying to lie.

Her mother does not buy the lie one bit, but does not push her to reveal what's really bothering her. Instead, she just lets it go.

"Well, let me know when you're ready for dinner."

"Huh? Oh, yeah, thanks mom."

"Anytime, sweetie." With that, Mrs. Stacy walks out of the room.

Gwen gets up and paces around the room at this point, desperately trying to mentally assure herself that Peter is okay, but it is to no avail. Eventually, she tries to call Peter, but he does not answer. This leads her to become even more worried. What if something has happened to him? What if he's hurt? She can't stand the thought of the boy she loves being hurt.

Ultimately, she decides to go visit his home. _Maybe he's already on his way there_, she thinks to herself. She doesn't believe it, but is telling herself that in order to calm her nerves. Oh, why did she have to fall in-love with a superhero?

"Mom" she shouts, "Wrap up dinner for me, I'm going to see Peter."

"Gwen, are you sure that's a good idea? I mean, it just said on the news that..." However, before she can finish, Gwen is halfway out the door.

"Bye, Mom," she shouts, and with a click of a door, she is gone.

She walks down to the street and hails a cab. She gives the cabbie Peter's address and they take about 15 minutes to get there. Upon reaching the house, she opens the door and walks in.

"Peter," she shouts hoping that he will respond, but he never does. She does this three more times and gets the same result.

Just as she is about to search the house, the phone rings.

_Maybe that's Peter_, she thinks to herself.

She runs over and picks it up, but the one on the other end is not who she hoped for.

"Hello," she says.

"Hello, this is Dr. Bromwell with Manhattan General Hospital. I'm calling for Peter Parker."

"I'm sorry, sir. Peter isn't here at the moment."

"Well, when he gets in, please have him call me urgently; it's about his Aunt's condition."

...

* * *

I swing after Shocker as fast as I possibly can, but I'm having trouble staying with him. He's going at least 80 mph through the streets. In NYC terms, that's about 500 mph. Running red lights, stop signs, and hitting civilians, subsequently sending them flying; Shocker's a one-man supervillian army.

I feel my phone vibrate in my pocket at one point, but I don't bother to answer it. Right now, I have to focus on the Shocker and only the Shocker. There's no one else to take him down but me. I'm not going to lie; I'm kinda scared.

The Shocker has definitely gone batshit insane over the course of the past few days. Every time we've fought, I've noticed he was teetering more and more off of the edge, but now, there's no doubt in my mind that he has gone completely and officially crazy, and not the good kind. This makes him even more dangerous than he ever was before. If how he was at the warehouse was any indication, this could be the toughest fight of my life.

Eventually, we reach Time Square, and Shocker suddenly stops his bike. I, on the other hand, cling to the wall of a nearby building in order to watch what he's doing. Just then, he gets off of the bike and begins to walk around. After a while, he finally looks at me.

"Well, Spider-Man," he shouts, "This is it."

"What," I ask, "The peak of your life?"

"Haha…no. The end of _yours_," he says and fires a blast at me.

I jump out of the way and swing down to the ground. However, I don't attack him. With all of the innocent civilians around, I don't want to risk injuring any of them with a selfish battle. Right now, the only way for me to ensure public safety is to reason with the Shocker, not attack him. Just then, Shocker raises his arms, about to fire again. This is when I finally speak up.

"Shocker, stop," I say.

"Trying to delay the inevitable, eh? He, I knew you were just a pathetic little bug."

"No," I say walking towards him carefully, "I'm not. Why are we doing this?"

"Doing what?"

"Fighting like this. There's no need for all of this. I understand that you feel hurt by the fact that you've been fired from three jobs, and I know you feel hurt because Smythe rejected your idea, but I want to tell you something; it's okay."

This statement seems to affect him, though I can't quite to tell to what extent. Shocker lowers his arms, and I take a step closer.

"I'm a genius," he says slightly maniacally, "My invention works. I've proven my superiority to those fools who rejected me."

"Yes, you have," I say in agreement, even though I don't really mean it. I have to choose my words right if I want to get him to cooperate.

"But, there's still one problem. They still don't take me back, even though I've shown them what I can do."

"Screw them. Clearly, you're too good for them if they rejected you." I continue to walk closer to Shocker in hopes of taking him into custody peacefully, but that doesn't mean I'm not cautious. One false word and there's no doubt that he will attack.

"Clearly, but I won't let the world reject me. I have to show them what I can do."

"No, you don't. You don't have to prove anything to anyone. As long as you're content with yourself, that's all that matters."

Just then, I walk forward and put my hand on his shoulder.

"Let me help you," I say, "We can get you counseling; work out your issues. We can make you healthy again."

"You'd really do that for me?"

"I would."

"Well, you are a true hero, Spider-Man, but there's only one problem."

"What?"

"I'm content how I am." Just after he says his, he uses his full-body vibration to knock me away from him.

I fly back and land on both of my feet approximately 15 yards away. I look back at Shocker, who has raised his arms parallel to the ground, and he fires at me. I jump out of the way and cling to one of the square's bright neon signs. Just as I do, Shocker shouts at me.

"Why should I let you help me? Have you seen what I can do? I'm perfect. It's you who should be worried, because the first way I intend to show everyone my true power is by destroying you!"

He fires at me again, but I swing away and he hits the sign, destroying it. I swing around and fire a web-line at his back and yank him a couple of yards. I manage to get him off of his game for a few seconds, and that's enough for me to swing around behind him and kick him in the back. though it has little effect on him.

"Man, why you can't you be as easy to knock over as a foosball dummy," I quip when he doesn't fall over.

"Because," he says, "This isn't a game, it's survival of the fittest!"

All of a sudden, he turns around and punches me, but it's no ordinary punch; it's a vibro-punch. The punch knocks me back and causes my whole body to shake. Just as I begin to regain my composure, Shocker fires back at me again, knocking me another 100 yards back and into the window of a building.

"Face it, vermin," he says, "No one can stop the Shocker. Not you, not the pathetic police, not anybody. So, why don't you just let me make your end quick and painless?"

"Because Shocker," I say," No pain, no game."

"Fine, then I'll be sure to make sure to tear you apart, piece by piece."

"Just watch the bones," I quip.

Shocker fires at me again and I duck and fire a few web-pellets at him. These manage to clog his gauntlets for a few seconds, allowing me a few seconds to land a few good blows on him. However, the moment he breaks free, he vibro-blasts me away from him.

"Alright, Shocker," I say, "You want to play, then show me what you got!"

"Very well," he says maniacally and reaches down for his gauntlets again, turning up the power even more no doubt. He then fires at me again, but when I dodge this time, he completely obliterates part of the structure of a building, sending debris flying everywhere.

I look down at the street and see a man standing there helplessly under the collapsing building. Acting on instinct, I swing over, grab him, and take him to safety. He looks back at me and thanks me gratefully.

"Thank you, Spider-Man. Oh, you saved my life," he says.

"No, problem; now, go," I say and he runs off. I then turn back to face Shocker and immediately notice something.

A piece of debris slashed him across the chest, exposing some more of his skin and damaging his suit even more than before. As such, he's now shaking more than ever.

If I can damage the suit even more, the vibrations may become too much to take and he could "blow-up". Not literally, but it should knock him out of his gauntlets.

"Come on, Shocker," I quip trying to edge him on, "I know this is survival of the fittest but at least give me a challenge!"

"Oh, you want a challenge? So be it," he says and raises his arms behind him and fires, propelling himself towards me. Just as he gets close to me, he gets ready for a vibro-punch. However, just before he hits me, I web up a piece of debris and throw it in front of myself.

Shocker ultimately hits it and blows it into thousands of pieces; sharp pieces. They fly back at him and tear his suit in multiple places.

_Perfect_, I think to myself.

"What the matter, Shocks? Can't take a few pricks?"

"I can take anything. Unfortunately, I'm not sure you can."

He fires at me again, sending me flying across the square. I fire a web-line at an adjacent building and swing around behind Shocker. I grab a stray piece of debris (sharp, of course) and run up and slash him in the back, causing him to yelp in pain.

He turns around to face me, but before he can say or do anything, I fire three web-balls at him; one at his mouth and two at his gauntlets. With him silenced and temporarily powerless, I manage to make a few more slashes to his suit, with him walking backwards and groaning in pain as I do so.

Eventually, he vibrates free of the webbing, but it seems that blast increased his shaking.

"You will suffer for this, wall-crawler!"

"You mean more than just having to be around you? That's unbearable enough."

This makes him angrier, prompting him to fire at me again. I duck out of the way and fire a web-pellet at his stomach, which he deflects by vibrating. Once again, his shaking increases directly afterwards.

_That's it_, I think, _if I can get him to vibrate like that a few more times, then he'll eventually blast out of his suit_.

I decide to edge him on through banter, and that's exactly what I do.

"So, Shocker, I think I figured out why you love your job; your mother was a carpet, right?" This prompts him to fire at me again, which increases his shaking.

"Don't you dare insult my momma," he yells, but I do not comply and instead continue to banter at him.

"I mean, what else explains that _rug_ of hair on that little bit of your chest I can see?" Once again, he fires, increasing his shaking even more.

Finally, I decide to take the offensive and swing down towards him

"What was your dad, a sasquatch? I hear they conduct shocks real well," I quip while swinging.

"Shut up, shut up, SHUT UP," he yells. That's when he finally does exactly what I want him to do.

Just as I move in close to him, he unleashes a full-body vibration blast. However, before I know it, I hear a large pop and a puff of smoke shows up. When the smoke clears, the Shocker is nowhere to be found. I look around, and down the street a little, I see what appears to be a disoriented man lying on the ground.

I run over and find the one and only Herman Schultz, defeated and powerless. I pick him up off the ground and web his arms together. I've won.

"Sparks," I say, "You just got _shocked_."

"Are you kidding, I...I..."

"Yes," I say waiting for him to continue.

"Uhhhh…" is all he manages to say before he completely passes out. At this point, I drape him over my shoulder and fire a web-line at an adjacent building.

Next stop, Manhattan Police Station…

* * *

_About an hour later, Spider-Man returns to the abandoned warehouse_…

I swing towards the warehouse, having delivered the Shocker to the police department, only to find the scene of the police trying to get back in gear.

"Alright, men, come on," Capt. Carter says, "We've got to get back into the fight and help Spider-Man."

"Not necessary Captain," I say, suddenly appearing on the scene, "The job's already done."

Capt. Carter looks at me curiously before he finally speaks once more.

"Spider-Man, what are you doing here? Where is the Shocker?"

"Three guesses, and two and the first two don't count."

"Are you saying that the Shocker is beaten? Like, really and truly beaten?"

"No," I quip, "He's actually rampaging right now. I just got tired of fighting him."

I can sense all of the police officers tensing up. Obviously, they didn't understand that was a joke.

"Kidding," I say and they relax.

"Spider-Man," Carter says, "This is fantastic news. How did you do it?"

I then proceed to explain the entire process of my battle and subsequent defeat of Shocker. However, before Capt. Carter can respond, Spencer Smythe comes running out of the warehouse.

"Capt. Carter! Capt. Carter," he says worried.

"Smythe," Carter says, "its okay, the Shocker's gone now. Spider-Man stopped him."

"My son; he's hurt. He can't move his legs."

"What," I say, "Where is he?"

"Inside; please call for medical assistance. It may be serious."

Just as he says this, Carter orders Sgt. DeWolff to call for an ambulance, which she promptly does. Meanwhile, Smythe takes Carter and me inside to see his injured son. Once we arrive, we find Alistair Smythe lying motionless on the floor, along with an unconscious Chameleon.

"Spider-Man," Carter suddenly says, "Get the Chameleon out of here. I'll take care of the Smythes. You need to be going."

"Are you serious, I can't leave now," I protest, but Carter's not having any of it.

"Your role in this is fulfilled. Now, leave the rest to us. It's best this way."

I don't agree with what Carter is saying, but I ultimately decide to respect it. Now that the Shocker's been apprehended, the police have no use for me anymore, meaning there's no reason for them to hold back in booking me.

I walk out of the warehouse, Chameleon in hand, and hand him off to Sgt. DeWolff. He's obviously headed for the same stony lonesome that Shocker is now currently experiencing. I see the ambulance pulling up to the building, and that's when I decide to make my exit.

I fire a web-line at a building across the street and proceed to swing up to the top of said building. I look back one last time and see the young Smythe being loaded into the ambulance, and Spencer Smythe looking panicked, with Capt. Carter attempting to calm him. At this point, I finally swing away towards my home.

As I swing home, I reflect on the events of the past few days. At the beginning of the week, I was moping around all depressed because this whole "double-identity" thing was taking so much of a toll on me. My life was falling apart in every way possible. Now, I'm more calm and at peace with it, and it's all thanks to my Uncle Ben. If not for him, I probably never would've had the ability and determination to go after and stop Shocker. I never would've had the courage or the guts to continue being Spider-Man. But, most of all, without his help, I could've been declared the most selfish person in the history of time.

"_With great power, comes great responsibility_."

Just as I think this to myself, I finally reach my neighborhood. After making sure that the street's clear and I won't be spotted, I swing over to my house and enter through my bedroom window. Just as I do, I hear someone move downstairs, obviously having heard me come in. I quickly change out of my costume, and just as I change into my clothes, I hear a knock at my door.

"Hello," I say. Just then, the door opens, and in walks my gorgeous girlfriend.

"Well, if it isn't the hero himself," she says smiling.

"H...hey," I say and walk over to hug her, which she reciprocates. All of a sudden, she says something that really hits home with me.

"I'm so proud of you, Peter."

"You are," I ask.

"Of course I am. I mean, I was worried sick the whole time, but I'm so proud of you for stopping him. You really are a hero, Spider-Man."

"Thanks," I say. Just then, she leans in to kiss me, and I quickly kiss her back. After a minute or so, she pulls away.

"There's something I have to tell you," she says. From the tone of her voice, this doesn't sound good.

"O…okay," I respond slightly scared of what she's about to say.

"The hospital called earlier. Your Aunt May isn't doing well, and she has to have surgery."

…

**A/N: Yep, you know I'm ending the chapter right there ;). Anyway, don't worry, Chap. 14 will be posted within the next two days, so you won't have to wait too long to find out what happens to Aunt May. Anyway, please forgive me if I've made you mad.**

**Like always, please review. Thanks for reading :)**


	14. Chapter 14

**A/N: Before I start, I just want to thank everyone who has read, followed, favorited reviewed, and just done everything in regards to my story. You are guys are all the best.**

**Also, the horizontal line in this chapter indicates the start of a monologue from Peter.**

**So, without further adieu, I give you the final chapter. Enjoy :) **

"_Your Aunt May isn't doing well, and she has to have surgery_."

The moment I hear these words, my heart stops. Aunt May has to have surgery? I thought she just had a nervous collapse. What else is wrong? Is it serious? Is it fatal? I have so many questions running through my head that I can't think straight.

"What do you mean she has to have surgery? I thought...it was just a nervous collapse," I say.

"They didn't tell me all of the details," Gwen says trying to soothe my nerves, "They just said that her heart is having issues and that they have to operate. That's all they told me."

"Did they just find this?"

"Yes, a few hours ago. They got her into the earliest surgery possible."

As she says this, my only thoughts are that I have to be with my Aunt. She needs me, and it would be highly hypocritical of me to save the city and then not be there for my ailing Aunt. Most of all, she's like a mother to me, and I love her. She's my family, and I will never let her down.

"I...I have to go and see her."

"Peter, you need to rest," Gwen protests, but I won't have any of it.

"Gwen," I say forcefully, "My aunt is in surgery. She needs me to be there with her. This is honestly not the time for me to worry about myself. Ever since Uncle Ben died, I've promised myself that I would take care of my aunt, and that's a promise I just won't break."

Gwen is silent for a moment, but eventually speaks again.

"Alright," she says, "You're right. I wasn't thinking clearly. We'll go."

"Thank you," I say.

"Peter?"

"Yeah?"

"Are you sure you're alright?"

"How can I be alright? My aunt's in the hospital under the knife."

"No, I mean, physically? You are just coming home from over 12 hours of non-stop action."

"I'm fine, please let's just go."

"Okay," she says.

With that, we both head outside and down the sidewalk into the city. We hail a cab to take us to the hospital. The cab ride is about 15 minutes long, with Gwen holding my hand to comfort me the entire way. Even though I'm really tense about Aunt May right now, I appreciate the gesture.

When we finally arrive at Manhattan General, we both get out and Gwen pays the cabbie. We go inside to the reception desk and ask to see May Parker.

"I'm sorry," the receptionist says, "but she's not available for visitation right now."

"Where is she," I ask slightly angrily.

"She's in room 204, but she's asleep due to all of the medication she was put on after her surgery."

"Listen," I say, "I have to get in there. I'm Peter Parker, her nephew."

"I understand your concern Mr. Parker, but this hospital has rules. Once your aunt awakens, you may see her with her nurse's permission."

"Fine, but I'm not leaving this hospital until I've made sure my Aunt is okay."

With that, Gwen and I both take a seat in the waiting area. Through the whole time, I eagerly await news that my Aunt is okay and that I can see her. If it's not obvious enough already, I'm really tense. To be honest, I'd really rather still be dealing with Shocker than having my Aunt be sick like this. It breaks my heart.

After a while, Gwen invites me to lay my head on her shoulder, to which I happily comply. Truth is that I'm exhausted. Gwen's right; the only sleep I've gotten in the past 36 hours was when I was unconscious from the whole taser ordeal. It's nice to finally get to rest. After a little while, my eyes begin to flutter open and shut, and before I know it, everything fades to black and silence.

The next thing I know, I feel a hand rubbing up and down my back, and hear _Peter_ being whispered into my ear. I open my eyes to see Gwen smiling at me.

"Good morning, sleepyhead," she says.

"Hey," I respond.

"The nurse came by a few minutes ago. It's okay to go in and see your Aunt now."

This statement wakes me up completely, as a flood of relief begins to course through my veins at the sound of those words.

"Oh, y...yeah, let's go," I say while quickly getting up.

"Slow down, Peter. It's probably not a good idea to run when you're half asleep," she quips.

"Ha...yeah, you're probably right."

So, we slowly walk towards room 204 and upon reaching it, I see a man standing outside.

"Ah, Mr. Parker," he says, "I've been expecting you."

He reaches out to shake my hand, and I do the same.

"My name is Dr. Bromwell, and I've been watching over your Aunt in the wake of Dr. Smythe's absence. I've watching and studying her closely and making sure that she has around the clock care and service."

"Listen," I say, "That's...that's great and all but I need to know what the heck is wrong with her!"

"Yes, Mr. Parker, I understand. You are concerned for your Aunt..." he continues to speak, but I cut him off.

"Please, just tell me what's wrong."

"Huh..." he sighs, "Your Aunt suffered somewhat of a meltdown after she collapsed. It wasn't a full-on heart attack, but it was enough to where we had to operate. Her heart started to fail in its performance of its most simple functions, so we had to, shall we say, give it a boost. She is currently in recovery, but she won't be able to go home for about a week."

I take in all of this information rather slowly. All I can feel is undeniable guilt, because I'm the reason she's in here. If it wasn't for me being so careless and reckless, she, Gwen, and I would probably be at home laughing right now over a good cup of tea.

"T...thank you," I say to the doctor, "All the stuff you've done...that's very nice of you."

"Anytime, Mr. Parker. She's awake if you want to see her now."

"Thank you," I say. With that, Dr. Bromwell walks away. I turn to Gwen and she pats me on the shoulder.

"It's okay," she says, and I do my best to believe her.

I slowly open the door to the room. Upon looking in, I see my frail Aunt lying in bed. She looks over at me and smiles.

"Peter," she says quietly.

"Aunt May," I respond while walking towards her. Before I can say another word, she reaches out, obviously wanting a hug. I quickly comply, and we hug for about 5 seconds.

"I was so worried about you," she says.

"I...I'm sorry, Aunt May."

"For what?"

"It's my fault you're in here. If I would stop...acting so stupidly and going out every night like I've been doing, you'd be okay right now."

"Oh...Peter," she says beginning to tear up, "I'm just so worried about you. Every night you're going out to I haven't the slightest idea where, and I have no idea when you're coming home. And then, when you do finally return, you're battered and bruised and it scares me."

"I know," I say, but before I can continue, she cuts me off.

"You're my only nephew, Peter, and you're like the son I never had. If anything were to ever happen to you, I don't know what I'd do."

At this point, I'm beginning to tear up with her. I take her hand in mine and continue to speak.

"I'm so, so sorry Aunt May. I really don't mean to worry you."

"Will you make me a promise, Peter?"

"Of course, Aunt May; anything."

"Will you please promise me that you'll stop with all of this madness and be more careful. Please, dear, you have to take better care of yourself."

I mull it over in my head for a second, because it's more difficult of a request to fulfill than she realizes. As long as I'm Spider-Man, I'll be constantly taking risks like she says. The only way for me to be able to keep the promise is to work around it a bit.

"Peter," Aunt May says snapping me out of my thoughts.

"I promise, Aunt May; I'll be more careful. You won't need worry about me anymore."

I lean down and hug her, and she quickly reciprocates. Upon pulling back, the nurse tells me that she needs to rest, so Gwen and I need to leave. Of course, we comply.

"Peter," my Aunt says as we are walking out the door.

"Yes?"

"I love you so much, dear. Please be careful."

"I will, Aunt May. I promise."

With that, Gwen and I walk out of the doorway and into the hallway of the hospital. We call a cab to take us back to my house, and upon reaching it, we walk inside and both sit down on the couch. She is the first one to speak.

"Peter, are you okay," she asks.

"I...I'm fine."

"Are you sure?"

"Yeah. Honestly, I feel a lot better than I have the past couple of weeks."

"You seem a little bit better. Any reason?"

"Well, just knowing that Aunt May is okay has helped a lot."

"I'm sure," she says, "but I can tell that there's something else. Do you want to talk about it?"

The truth is, I do feel a lot better. Over the past day or two, I've felt like a huge weight was lifted off my shoulders, especially now. I feel as though all of the questions that I've had in my head for so long are finally getting answered, or are on their way to doing so.

"Peter," Gwen says.

"Huh...what?"

"I asked you a question."

"Oh, yeah."

"Peter, please talk to me. What's bothering you?"

"Nothing."

"Then, why are you acting so strangely?"

"It's...it's just that, I feel like, I finally have an answer," I say. Gwen looks at me curiously and then speaks once more.

"An answer to what, exactly?"

"These big questions in my mind. I feel like I'm finally getting some closure to them."

"Can you elaborate on that, possibly?"

"These past few months, things have been really difficult for me, and it's all stemmed from one cause; Spider-Man. Now, I feel like everything's okay."

"Why?"

"Because I finally know the reason _why_ I do this."

"What do you mean?"

"I guess, I really realized it yesterday when I fought Shocker at the warehouse. All of the police were beaten-down, defeated, and I was the only one still standing at the end. I was the only one with the strength, or the stamina, or anything that could give me even a fighting chance against Shocker. It's all because I'm different from everybody else. Who else do we know that's a cross-species hybrid?"

"Well...Dr. Connors attempted to become one."

"Yeah, but that was a failure. Gwen, no one else can do what I can do. I have the abilities, the _powers_ that no one else has. I should put them to good use, but also, I _need_ to put them to good use. This city needs them. My Uncle Ben once told me before he died that I owed the world my gifts, and I finally understand what he means by that. I owe it to the world to give back and use my Spider-powers for good."

Gwen goes silent for a moment afterwards, obviously processing everything that I've just said. She's never been the biggest fan of my constant risking my life, but I'm hoping this little realization doesn't hurt her too much.

"Gwen, please say something," I say after a little while of silence.

Initially, she still doesn't speak. However, after a few minutes more, she finally does.

"Peter," she finally says, "You're right."

This statement takes me by a bit of shock, but it's not at all unwelcome. So, I allow her to continue.

"Everything you're saying makes complete sense."

"It does?"

"Yes. Now, I may not be the biggest fan of this whole concept, but looking at it from a moral and logical perspective, who am I to control your life? It's yours and you should what you want with it."

"You...you really think that?"

"I do. Now, I'm not 100% on board with this whole Spider-Man thing, especially after what happened to my Dad, but there's one thing I cannot deny. I'm proud of you, Peter."

At this point, I'm really starting to feel all kinds of emotions, but before I can react, she continues,

"Peter, what you do is the most selfless thing I've ever seen. No one 's asking you to do this, no one's making you, or paying you, or even giving you a thanks, but you still do it anyway. You save the city and ask for nothing in return. That is the most honorable, most generous thing a person can do. I'm so proud of you, Peter."

"T...thank you, Gwen."

"I may not be in love with the idea, but I am in love with you, and if this is what you believe that you have to do, then I won't stop you."

I smile at this statement and lean in to hug her, which she quickly reciprocates. She whispers an _I love you_ into my ear, and I whisper that I love her too. I really do love her more than anything in the entire world, and the fact that she is so willing to stick with me means everything to me.

I lean and kiss her, and we end up making out for about 10 minutes. After we both pull away, we proceed to simply cuddle on the couch for a while, basking in each other's love and warmth.

* * *

At the beginning of this week, I was moping around; depressed and angry. My grades were slipping, my Aunt was worried sick, and my health was most definitely failing. Never in a million years did I think that a simple week later, I would be feeling so much better and content with my life.

Ever since the whole incident with Shocker and everything, the city's been rather quiet. I still patrol the city, but I do so more in the afternoons and early evenings now than late into the night, allowing me more time to sleep. It also allows me more time to work on schoolwork. I still miss assignments occasionally, but my grades are slowly beginning to improve again. All of my teachers, especially Mr. Warren, have told me that I'm finally beginning to make a comeback.

Aunt May's health is improving quickly. The hospital released her after a few days of rest and recuperation, and I've been making sure to take extra good care of her ever since. I'm more careful now in my battles with crooks, so I don't come home as battered and bruised, which she's taken a positive notice to as well. Hopefully, this will alleviate some stress on her.

Gwen has been much more receptive and supportive of Spider-Man than she ever has been before. That's not to say that she hasn't been supportive already, but it seems that she's even more supportive and proud of me lately, which is welcome in my book.

Spencer Smythe is back to working at OsCorp, but unfortunately Alistair Smythe was paralyzed from the waist-down, and has been forced into a wheel-chair. He can no longer resume his medical career. It's a true shame, and my one regret coming out of the battle with the Shocker.

Speaking of him, the Shocker was sentenced to life in prison on accounts of assault, kidnapping, and property damage. You ask me they should've held him on a lot more charges, but I'm not the court system, so I cannot dictate that.

Finally, on the topic of me personally, I at last feel content with myself. I finally have come to realize that there is a reason that I do what I do. It may not have presented itself clearly at first, but I can most definitely see it now. It's just like Capt. Stacy said the night that we fought the Lizard.

"_This city needs you_."

It took my battle with Shocker to help me realize the full extent of that statement. I've been given a great power; a power that no one else has. I need to do good things with it, because like Uncle Ben once told me.

"_You owe the world your gifts_."

I've finally realized everything about my life, and I've never felt more content with myself than I do right now. There's no doubt that there'll be more hardships down the road for me, but now, I feel like I can face them. I feel like I have the ability to do what I need to, and nothing will stop me from doing that.

Finally, I have an answer to the ultimate burning question; _Why?_ Because...

_This city needs you. With great power, comes great responsibility_.

* * *

**A/N: And...the end. I really hoped that you all enjoyed this chapter a lot, and I hope you find it to be a nice wrap-up and conclusion to this story.**

**I want to personally thank everyone who has read, reviewed, favorited, followed, and been loyal to me over the course of this story. Your reviews and feedback have been tremendous motivation for me to keep writing, and it's had a huge impact on this experience for me. I can honestly say that I had tons of fun doing this, and that I will gladly do it again. It's been very, very fun for me to write this story, and I've learned a bit about my abilities as a writer during the course of this experience as well.**

**If you all would, I please ask you to leave me your final thoughts on the story as a whole. What did you think of it? Fun? Boring? Exciting? Tell me it's strengths and weaknesses, and anything else you think of. **

**So, with that said, I want to thank you all for reading my story, and keep a look out for my next story..."**_**Time Management"**_**.**

**P.S: I recently got a twitter, SpiderNerd2013, where I will be giving info and updates about stories.**


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